Directors Report of Jenburkt Pharmaceuticals Ltd.

Mar 31, 2025

Your Directors with pleasure present their report on the business and operations of your Company (“the Company” or “Jenburkt”) along with the audited financial statements of the Company and auditors'' report thereon for the financial year ended on 31^st March, 2025.

1. Summary of Financial Performance:		(f in Lacs)
	Year ended	Year ended
Particulars	31st March, 2025	31st March, 2024
Revenue from operations	15,169.15	14,196.65
Other income	672.10	466.69
Total Income	15,841.25	14,663.34
Total expenditure	11,447.97	11,145.75
Profit before tax	4,393.28	3,517.59
Tax expenses	1,187.22	919.86
Profit after tax	3,206.06	2,597.73
Other comprehensive income Total other comprehensive	152.86	292.84
income, net of tax Earnings per share (EPS)	3,358.92	2,890.57
(Basic & Diluted in Rs.)	72.65	58.86
Reserves and Surplus	16,736.38	14,052.69

The total revenue from the operations of the Company for the financial year 2024-25, stood at f 15,841.25 lacs as against f 14,663.34 Lacs recorded for the previous financial year

2023- 24, a rise of 8.03% year on year.

The Company recorded a profit before tax of f 4,393.28 lacs for the financial year 2024-25, as against f 3,517.59 lacs recorded for the previous financial year 2023-24 a rise of 24.89% year on year. The profit after tax for the financial year

2024- 25 stood at f 3,206.06 Lacs as against f 2,597.73 lacs recorded for the previous financial year 2023-24, a rise of 23.42% year on year. For the financial year 2024-25 the EPS of the Company was recorded as f 72.65 a jump from f 58.86 recorded for the previous financial year2023-24.

2. Dividend and Reserves:

A dividend of f 18 (180 %) on f 10/- paid-up 4413300 equity shares of the Company has been recommended by the Board for the financial year 2024-25. This will absorb f 794.39 lac from the surplus profit of the Company available for appropriation for the financial year2024-25.

The dividend declared by the Company is subject to the Tax Deducted at Source (TDS). Kindly refer to a note on TDS on dividend, appearing in the Notice convening the 40^th AGM.

The reserves and surplus amount stood at f 16,736.38 lacs as at 31^st March, 2025 as compared to f 14,052.69 Lacs as on 31^st March, 2024, an increase by 19.10 % year on year.

The Board does not propose any amount to be transferred to general reserve, for the year under review.

The Board has decided to hold 40^th AGM on Friday, 18^th July, 2025. The record date fixed for the purpose of payment of dividend and the 40^th AGM is Friday, 11^th July, 2025 and the cut-off date for recognition of members eligible for e-voting is Friday, 11^th July, 2025.

3. Management Discussion &Analysis Report:

A. Overview of Indian pharmaceutical industry structure, development and important changes:

The Indian pharmaceutical industry stands at a pivotal point of strategic evolution today, moving beyond its traditional generics dominance to embrace innovation, complex therapies, and digital transformation. Amid global economic uncertainties, India has shown strong resilience, maintaining its role as a vital supplier of affordable medicines globally.

The domestic pharmaceutical market is projected to grow at a CAGR of 8-10%, aiming to reach USD 58 billion by 2025. Long-term national ambitions envision a potential USD 450 billion market by 2047, though this remains an aspirational goal contingent on sustained investment in innovation, infrastructure, and global integration.

India is home to a vast pharmaceutical ecosystem, comprising over 3,000 drug manufacturers and 10,000 production units. This network has helped India become the largest global supplier of generic medicines, accounting for nearly 20% of global volume. India''s cost competitiveness-estimated at 30-40% lower than Western manufacturers-is driven by scale, manufacturing expertise, and process efficiencies.

India hosts the highest number of USFDA-approved plants outside the U.S., reinforcing its reputation for quality and compliance. Government support through schemes like the Production-Linked Incentive (PLI) and the Revamped Pharmaceuticals Technology Upgradation Assistance Scheme (RPTUAS) is helping companies modernize operations and meet international standards.

In the past year, leading Indian pharma firms invested more than USD 2 billion in research and development, marking a clear pivot toward innovation. Key focus areas include oncology, neurology, rare diseases, and advanced pain management, aligned with India''s shifting disease burden and aging population. The domestic biosimilars market is also growing rapidly, with a projected CAGR of 14%, driven by affordability and increasing demand for chronic disease treatments.

Digital transformation is accelerating across the pharma

value chain. Artificial Intelligence and Machine Learning are being applied to drug discovery, clinical trials, and pharmacovigilance. Platforms under the Ayushman Bharat Digital Mission (ABDM) are expanding access to care, especially in underserved regions. India''s digital health market is growing at a CAGR of over 24%, supported by strong public and private investment.

The government continues to push for equitable access through Ayushman Bharat-PMJAY, now adopted by 35 states and union territories. As of April 2025, several states, have enhanced coverage limits, with top-up benefits increasing total coverage to f10 lakh per family. These efforts are crucial as India confronts rising cases of non-communicable diseases such as cardiovascular disorders, diabetes, obesity, arthritis, and chronic pain.

India''s growing middle class and increasing health awareness are driving demand for branded generics, preventive wellness, and broader insurance penetration. Regulatory measures-like price caps by the NPPA on essential drugs and GST reductions on select oncology medications-are designed to improve affordability without stifling innovation. In August 2024, the government also banned 156 fixed-dose combination (FDC) drugs deemed irrational or unsafe, reinforcing a focus on evidence-based treatment.

India continues to benefit from the global “China 1” strategy, attracting contract manufacturing and research investments from companies seeking to de-risk supply chains. The country''s credibility-backed by regulatory approvals from agencies like the USFDA and EMA-positions it as a dependable global partner for both low-cost generics and high-value complex formulations.

With a unique combination of cost efficiency, manufacturing scale, regulatory strength, and growing innovation capabilities, India is poised to expand its global pharmaceutical leadership. Sustained focus on R&D, digital healthcare, regulatory agility, and collaborative global partnerships will be essential in realizing this next phase of growth. India is not just keeping pace with the future of healthcare-it is helping define it.

India''s pharmaceutical industry enters FY2025-26 with purpose, clarity, and global ambition. The next phase will be shaped by regulatory agility, digital convergence, biosimilar leadership, and an unwavering focus on evidence-based, ethical innovation.

As a Company with over 40 years of excellence, we remain committed to elevating global health through science, trust, and compassion.

(Source: India Brand Equity Foundation (IBEF), “Pharmaceutical Industry in India,” 2024. EY FICCI Report, “Vision 2047: Advancing India''s Life Sciences Sector,” 2023. McKinsey & Company, “India Pharma 2020,” and updates from Invest India, 2024. Ministry of Chemicals and Fertilizers, Government of India, PLI Scheme Dashboard, 2024. Indian Pharmaceutical Alliance (IPA), “Annual R&D Investment Trends,” 2024. NITI Aayog and Ministry of Health, “Digital Health Blueprint,” 2023-24. National Health Authority, PMJAY Updates, April 2025. National Pharmaceutical Pricing Authority (NPPA), “Drug Price Control and FDC Ban Notifications,” 2024. Pharmexcil, “India''s Pharmaceutical Export Trends and Global Market Access,” 2024. WHO India Country Cooperation Strategy, and industry commentary via Biopharma Dive and Mint, 2024-2025.)

B. Business performance, opportunities and outlook:

In the fiscal year 2024-2025, Jenburkt embarked on a transformative journey-a strategic organizational refresh that positioned the company at the forefront of healthcare innovation. Our approach was anchored in three fundamental pillars: Teamwork, Performance, and Agility.

The year marked a significant paradigm shift in our operational philosophy. We moved beyond traditional business models to create an adaptive, performance-driven ecosystem that prioritizes results, crossfunctional collaboration, and rapid decision-making. This strategic realignment has already demonstrated promising outcomes, with notable improvements in project execution, resource allocation, and organizational responsiveness.

Our Pharmaceutical Division underwent a comprehensive digital transformation, revolutionizing our go-to-market strategy. We replaced conventional paper-based presentations with cutting-edge tablet-based e-detailing systems, enabling real-time market tracking and data-driven decision-making. The Company has successfully launched new products: viz. Powergesic 4X spray and Zixflam Forte, diversifying its therapeutic portfolio and addressing emerging market needs.

The introduction of a multi-channel doctor engagement platform, featuring interactive webinars, virtual Continuing Medical Education (CME) programs, and community health camps, expanded our reach and deepened our professional networks. We executed 200 medical education programs, significantly expanding our prescriber base and strengthening key relationships. We also prioritized compliance and professional development through strategic interventions such as a cross-functional legal workshop with senior counsel. Our participation in major medical conferences, including the

69^th Annual Conference of the Indian Orthopaedic Association, underscored our commitment to continuous learning and innovation.

As a part of our commitment to deepening engagement with healthcare professionals, we are proud to collaborate with leading Centers of Excellence to bring cutting-edge best practices to the forefront of patient care. National Institute of Mental Health & Neuroscience (NIMHANS), Bengaluru is spearheading interactive capacity-building efforts through its ''Neuropathy Lecture Series'', delivered via telemedicine, to equip medical professionals - particularly primary care doctors - with vital knowledge and tools for early recognition and effective management of neuropathy. Supporting this important initiative, Jenburkt has issued an educational grant, empowering doctors across the country to access this vital program and elevate standards of care nationwide.

Another innovative international collaboration was our alliance with Iyengar Yoga, globally recognized as the gold standard in yoga instruction - that facilitated e-programs under the theme "From Illness to Wellness," demonstrating our commitment to holistic healthcare solutions. These unique education-based initiatives facilitate the sharing of best practices with our network of health-care professionals pan-India. Our collaborations with Centers of Excellence are key to creating a ripple effect of knowledge that extends far beyond traditional medical training developing well-trained sales teams who are ultimately serving the most important stakeholder: the patient.

The Wellness Division experienced significant market traction, with strategic expansions into key states including Gujarat, Maharashtra, and Karnataka-growing our footprint from 3 cities to 10 in general trade. Notable achievements include the launch of an innovative Ortho Pain Massage Oil for chronic pain and a lightweight 7-in-1 Multi-Action Balm for headache and body pain that are well-received. We also introduced affordable SKUs to expand our reach and make cutting-edge pain relief accessible to all.

Strengthening our collaboration with physiotherapists, we co-developed effective mobilization products tailored to their clinical needs. As the Official Pain Relief Partner, we supported over 80 events, including premier platforms like the IAP Women''s Cell Conference, Physiomanthan, IAP National Conference, Adani Ahmedabad Marathon, Bengaluru Midnight Marathon, and the 45^th National Masters Athletics Championships. Our innovative "Pain Relief on Wheels" transit branding initiative in Ahmedabad generated over 5 million organic

impressions, underscoring our creative and consumercentric marketing approach. The division continues to leverage generative AI to develop engaging communication collateral for physiotherapists, consumers, and retailers. The Wellness Division extended their support to the Physiotherapy Center at NIMHANS, Bengaluru to launch a first-of-its-kind Continuing Physiotherapy Education (CPE) program through a structured series of clinical workshops and expert lectures aimed at advancing evidence-based physiotherapy practices.

We are currently in the process of implementing an Artwork Management software, which has digitized manual processes and significantly reduced approval timelines across our geographical operations.

As we look forward, Jenburkt remains committed to our core mission of delivering value to healthcare professionals, patients, and stakeholders while maintaining the highest standards of ethical business practices.

C. Risks, opportunities and threats

The Indian pharmaceutical industry is navigating a complex landscape characterized by both significant challenges and transformative opportunities. In the short term, regulatory compliance emerges as a critical focal point. The Central Drugs Standard Control Organisation (CDSCO) has intensified its oversight, implementing more rigorous approval processes and quality control measures. While these regulations pose immediate operational challenges, they simultaneously present an opportunity for companies to differentiate themselves through superior quality and compliance.

Price controls remain a significant short-term challenge. The government''s imposition of price restrictions on essential medicines, particularly those in the National List of Essential Medicines (NLEM), constrains pricing flexibility and compresses profit margins. Companies must develop innovative strategies to maintain profitability while adhering to these regulatory constraints.

The industry''s dependence on China for Active Pharmaceutical Ingredients (APIs) presents a critical vulnerability. Resource nationalism and potential export restrictions could disrupt production capabilities and escalate costs. This challenge creates an urgent opportunity for domestic API manufacturing and supply chain resilience.

Looking beyond the immediate horizon, the Indian pharmaceutical industry is poised for a transformative

journey. Digital health technologies and precision medicine are reshaping the fundamental approach to healthcare delivery. The shift towards personalized medicine challenges traditional mass production models, requiring substantial investments in new capabilities and innovative business approaches.

Technological innovation will be a primary driver of longterm success. Artificial Intelligence and Machine Learning are revolutionizing drug discovery, clinical trials, and patient engagement. The integration of advanced technologies presents an opportunity to move up the global value chain from generic manufacturing to novel drug development. Companies that successfully leverage AI, digital health platforms, and advanced research capabilities will likely emerge as industry leaders - we aim to optimize the use of this to drive innovation and efficiency.

Research and development will be critical to long-term competitiveness. The industry has already demonstrated commitment, with R&D expenditure crossing US$2 billion in 2024. Future success will depend on continued investment in emerging therapeutic areas, including oncology, neurology, rare diseases, and advanced pain management solutions.

The path forward requires a delicate balance of navigating short-term challenges while investing in longterm strategic capabilities. Companies that can effectively manage regulatory compliance, embrace technological innovation, and maintain flexibility in global market dynamics will be best positioned to thrive. Success will be defined by the industry''s ability to transform risks into strategic advantages, continuously innovate, and maintain its commitment to delivering high-quality, accessible healthcare solutions.

4. Management:

A. Appointment / Retirement of Director(s) during the year:

(i) Shri Krishnan Subharaman (DIN: 01518995) and Pankaj Arun Dantwala (DIN: 02158836) : They were appointed by the members by passing two separate Special Resolutions at the 39^th AGM of the Company held on 30^th July, 2024, as the Non-executive and Independent Directors of the Company for a first term of three consecutive years from 28^th May, 2024 to 27^th May, 2027. They both are not liable to retire by rotation.

(ii) Smt. Hina Ravindra Mehta (DIN:08719453): She was re-appointed by passing a Special Resolution at the 39^th AGM of the Company held on 30^th July, 2024, as the Non-executive and Independent Director of the Company for a second term of five consecutive years

from 27^th March, 2025 to 26^th March, 2030. She is not liable to retire by rotation.

(iii) Appointment of Director on rotation basis: Shri Ashish U. Bhuta (DIN:00226479), a Director of the Company is liable to retire by rotation basis, at the ensuing 40^th AGM of the Company. Being eligible for re-appointment, he has offered himself to be reappointed.

(iv) Re-appointment of Chairman and Managing Director: Shri Ashish U. Bhuta (DIN:00226479) was appointed as the Chairman and Managing Director of the Company for a period of five years from 1^st April, 2021 to 31^st March, 2026, a special resolution is proposed for the members'' approval at the ensuing AGM of the Company, for his proposed reappointment as the Chairman and Managing Director of the Company for a period of five years from 1^st April, 2026 to 31^st March, 2031 and for the terms of remuneration for a period of three years form 1^st April, 2026 to 31^st March, 2029. His appointment is subject to retirement by rotation.

A brief profile of Shri Ashish U. Bhuta being reappointed as the Director, is appearing in the explanatory statement annexed to the Notice in this Annual Report.

(v) Retirement of Non-executive and independent Director during the year: Shri Bharat V. Bhate (DIN:00112361), Shri Rameshchandra J. Vora (DIN:00112446) and Shri Arun R. Raskapurwala (DIN:00143983) retired from the Board and Committees on completion of their second tenure as the Non-executive and Independent Director on 29^th May, 2024.

B. Independent Directors:

(i) The Company is in receipt of individual declaration from all the independent directors on the Board under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI-LODR), confirming fulfilling the criteria of independence prescribed under section 149(6) of the Companies Act, 2013 (the Act) and Regulation 16(1) (b) of the SEBI-LODR.

(ii) It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity, possessing the required expertise and experience (including proficiency).

C. Details of Employees:

In terms of Rule 5 of Companies (Appointment of Remuneration of Managerial Personnel) Rules 2014, details of remuneration of the directors, CFO and the company secretary along with percentage of median remuneration paid to employees, number of employees, comparative income in salaries of employees other than the Managerial personnel, in percentage, etc. is presented in “Annexure-E”, hereto.

D. Details of the Meetings of Board of Directors:

The Board of Directors met four times during the year under review, i.e. on 28^th May 2024, 26^th July 2024, 5^th November 2024 and 28^th January 2025.

As reported in the Directors'' Report for the previous financial year 2023-24 and as stated herein above the composition of the Board underwent changes during financial year 2024-25. Two new directors (in the category of Non-executive and Independent Director) were appointed w.e.f. 28^th May, 2024 and three directors retired from the Board on 29^th May, 2024. One Director was re-appointed on the Board w.e.f. 27^th March, 2025. The present composition of the Board is as given in Table-1 below.

For further details about the Board, kindly refer to report on Corporate Governance in this Annual Report.

E. Composition and Details of meeting of the Committees of the Board:

Consequent to above mentioned changes in directors, the composition of Committees of the Board, also underwent change, as given in Table-2 below.

Details of Meetings of Committees:

i. Audit Committee: This Committee met four times during the year under review: on 28“’ May 2024, 26“’ July 2024, 5^th November 2024 and 28^th January2025.

ii. Stakeholders Relationship Committee: This Committee met four times during the year under review: on 28^th May 2024, 26^th July 2024, 5^th November 2024 and 28^th January 2025.

iii. Corporate Social Responsibility Committee: This Committee met three times during the year under review: on 28^th May 2023, 26^th July 2024 and 28^th January 2025.

iv. Nomination and Remuneration Committee: This Committee met two times during the year under review: on 28^th May 2024 and 26^th July 2024.

The above referred Committees, during their respective meetings takes decision on matters within their purview and recommend the same to the Board. The Board in turn consider all such recommendations forwarded by the Committees to it, to arrive at appropriate decisions.

For more details about the above committees, their terms of reference, etc. kindly refer to report on Corporate Governance in this Annual Report.

F. Annual performances evaluation procedure:

In compliance with the provisions of Section 134(3)(p) and Schedule IV (Code for Independent Directors) of the Act, and Regulation 17(10) of the SEBI-LODR, the Company has carried out an annual performance evaluation of the Board, its Committees, and individual Directors, including the Chairperson and Independent Directors.

Evaluation Procedure:

The evaluation was conducted through a structured and transparent process designed to foster effective governance and accountability. The process included:

1. Board Evaluation:

Conducted by all Directors to assess the Board''s structure, composition, diversity, processes, effectiveness in strategic and risk oversight, adherences & compliances, and stakeholder value creation.

2. Committee Evaluation:

Each Committee was evaluated by its members based on the effectiveness of its meetings, quality of inputs, clarity of roles, timely and informed decisionmaking process, and compliance with regulatory responsibilities.

3. Individual Directors'' Evaluation:

Directors were evaluated based on their attendance, preparedness, participation, understanding of the business, and contribution to Board discussions and decision-making.

4. Independent Directors'' Evaluation:

Conducted by the entire Board (excluding the Director being evaluated), as per Schedule IV of the Act, focusing on objectivity, integrity, independent judgment, and contribution to governance.

5. Evaluation of the Chairperson:

Conducted by the Independent Directors, taking into account leadership qualities, facilitation of effective Board functioning, and relationship with other Directors and management.

Criteria for Evaluation

These evaluation were based on a set of well-defined and objective criteria, which included:

• Composition and diversity of the Board and Committees

• Effectiveness in strategic planning and risk

• Timely and informed decision-making

• Adherence to ethical standards and governance norms

• Level of engagement and meaningful participation

• Compliance with applicable laws, policies, and procedures

• Contribution to the development of a transparent and high-performance culture.

Performance Highlights

• The Board operates in a professional, transparent, and efficient manner, providing sound strategic direction and oversight.

• Committees function independently and effectively, with clear focus on their respective mandates.

• Individual Directors, including Independent Directors, contributed significantly to Board deliberations, upholding high standards of integrity, independence, and accountability.

• The Chairperson demonstrated strong leadership, fostering open dialogue and ensuring active participation by all Board members.

G. Salient features of Company''s policies on Directors'' appointment and remuneration:

The Board of Directors has approved and adopted two policies with regard to directors'' appointment and their remuneration. These are “Selection of Directors, Senior Managerial Personnel and determining Directors'' independence” and “Remuneration of Directors, Key Managerial Personnel and other Employees”.

Listed below are salient features of these policies:

i. For selection of Directors and determining Directors'' independence:

For providing guidance towards appointee directors'' qualification, experience, etc. as required and determine their independence of the management of the Company, the Company has framed a policy viz. “Selection of Directors, Senior Managerial Personnel and determining Directors'' independence” is framed. This policy contain the guiding principles for the Nomination and Remuneration Committee for identifying Directors.

For the appointment of a Director on the Board of the Company, the Nomination and Remuneration Committee, take in to account criteria such as education, professional background, knowledge and understanding about Company''s business dynamics, the industry, in general, personal and professional ethics, integrity values and willingness to shoulder his/her duties, attendance at the Board and Committee meetings, perform his/her role with responsibility, adherence to the company''s policies and codes, provision of all acts, rules and regulations, as applicable etc., are consider to act as the Director on the Board of the Company. In case of independent Directors, his/her independence of the management of the Company, no conflict of interest in any transaction entered in to or to be entered in to by the Company with any person(s), firms, Companies, body corporates, whether directly or indirectly, are taken into account. W e b l i n k :

https://www.jenburkt.com/Other_Info/20152016/

Policy-Selection-of-Directors-Senior-Managerial-

Personnel-Determining-Directors-

Independence.pdf

ii. For remuneration of Directors, key managerial personnel and other employees:

The Company has a Policy on remuneration of Directors, Key Managerial Personnel and other Employees.

Guiding Principles for remuneration: The Company shall remunerate all its personnel fairly, reasonably and sufficiently. The remuneration shall be commensurate to attract, retain and motivate the human resources of the Company. The level of the concerned employee in the Organization compensation package will, inter alia, take into account the level of the concerned employee in the organization, as approved by the Human Resource head.

With the above guiding principles, the Nomination and Remuneration Committee recommend to the Board, the remuneration payable to all the Directors, key managerial personnel and senior employees of the Company including the sitting fees of the independent Directors.

Your company has also insured all its Directors and senior officers, under D&O liability insurance, for indemnifying them from any liability that may occur while performing their role, duties, responsibilities etc. The insurance premium towards the said policy is borne by the Company. W e b l i n k : https://www.jenburkt.com/Other_Info/20152016/ Policy-on-Remuneration-of-Directors-Key-Managerial-Personnel-and-Other-Employees.pdf

H. Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Act, in relation to the

financial statements for the financial year 2024-25, your

Board of Directors state that:

i. in the preparation of the annual accounts for the financial year 2024-25, the Company has adopted and followed the Indian Accounting Standards (IND-AS), as applicable and there are no material departure from the same;

ii. the estimates and judgments relating to financial statements have been made, based on application of sound and consistent accounting policies, on a prudent and reasonable basis in order to ensure that financial statements for the financial year 2024-25 reflect, in a true and fair manner, the form and substance of the transactions are reasonably present the Company''s state of affairs and profit/loss for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls, which are adequate and operating effectively and

vi. the systems are in place to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

I. Key Managerial Personnel (KMP)

In compliance with the provisions of the Section 203(1) of the Act, the Company has three KMPs, viz. Shri Ashish U. Bhuta-Chairman and Managing Director, Shri Dilip H. Bhuta-Whole Time Director and CFO and Shri Ashish R. Shah-Company Secretary and Compliance Officer as on 31^st March, 2025. No changes in KMP took place during the year under review.

5. Internal Control System including Internal Financial Control with reference to the financial statement and their adequacy:

Jenburkt''s internal controls are commensurate with its size and the nature of its operations. Appropriate systems of recording financial and operational information, internal control, including monitoring procedures are maintained at the Company. This ensure that all assets are safeguarded against loss from unauthorized use or disposition and that the overall objects and goals a re met within the organisation.

Jenburkt has, as a policy, well defined delegation of power with proper authority, ensuring appropriate responsibilities are carried out by the concerned with commitment to create organisation''s assets and income.

Your Company strongly believe in financial prudence and ethical governance. The Internal control system involve overseeing the process effected by the Board and Senior Personnel of the Company, to provide reasonable assurance that the Company compliances with the applicable laws, policies, codes, etc. and that such compliances are done in timely manner and are accurate and reliable. Proactive approach towards prevention and corrective measures are ensured.

The policies and procedures framed and practiced by the employees of the Company endeavours to provide for adequate checks and balances and are meant to ensure that all the approvals, authorisations, verifications, reconciliation, reviews are performed and recorded and all statutory compliances are done and reported wherever required.

The Company keeps investing in automation and latest technology to improve efficiency in business operations. A SAP based ERP system is in place in the Company. This ERP system integrate the Company''s manufacturing and supply chain and key supporting functions like finance and accounts, marketing, sales, HR, etc. The system has also been installed with your Company''s Super Stockists to get data of their sales, stock, collection, breakage/expiry etc. The Company''s investment in such technology ensured that your Company could work remotely almost instantaneously during pandemic.

A software for Structured Digital Database has been installed in the own server of the Company, as required under SEBI - (Prohibition of Insider Trading) Regulations, 2015 (SEBI-PIT). All the Unpublished Price Sensitive Information (UPSI) of the Company are recorded in it, as and when generated. The trading, transactions etc. by the designated and connected persons in the equity shares of the Company are also recorded regularly.

To strengthen the compliance culture at every level, the Company has very recently installed a Compliance Management Application. This system facilitates the monitoring and reporting of compliance with applicable laws across the Company i.e. at the Head Office, plant, and warehouse. It will enable the management to track compliance more effectively and promote a culture of accountability, thereby providing enhanced assurance for being and remaining compliant to the Board of Directors and stakeholders.

The audit committee of the Company carries out inter-alia, the functions specified under the Act and SEBI-LODR. The Company has a well-defined whistle blower policy under its vigil mechanism.

The Company''s accounts are overviewed every quarter by the Internal Auditors and Statutory Auditors. The Company''s cost data are also verified by the Cost Auditors. The Company''s secretarial compliances are verified by a firm of the Practising Company Secretaries. There have been no major adverse observations reported by any of them for the year under review. For the operational issues reported by them, the Company took necessary corrective actions to rectify them.

Your Company''s financial health is robust, it''s a debt-free and cash rich Company, maintaining and ensuring liquidity and financial agility, this provide us with the flexibility to seize growth opportunities swiftly. Our commitment to paying vendors, all stakeholders promptly strengthens our partnerships, ensuring a smooth supply chain. Your Company is also prompt in meeting its statutory obligations. This disciplined approach ensures that our financial commitments are met without compromising our financial stability.

After paying handsome dividends, the profits are ploughed back to business, every year. This enable the Company to focus on strategic and diversified investment, research and developments and sustainable growth. Stringent financial control ensures transparency, accuracy and various timely compliances. The Board is of the opinion that the Company''s internal financial controls are adequate and effective.

6. Research & Development:

Our Research and Development efforts in 2024-2025 were marked by innovation, strategic focus, and a steadfast commitment to addressing critical healthcare needs. A key milestone during this period was the renewal of our R&D unit''s recognition by the Ministry of Science & Technology, Department of Scientific and Industrial Research, Government of India, originally granted in January 2010, this continued certification stands as a testament to our consistent adherence to the highest standards of scientific excellence and operational rigor.

During the year, we achieved notable product development milestones, successfully launching two new products in the Pharmaceutical Division and two new products in the Wellness Division. These developments underscore our ability to respond to evolving healthcare needs and market demands. As pioneers in pain management, we remain focused on understanding patients'' needs and building a pipeline of efficacious products. Our approach goes beyond mere product development; we are dedicated to driving leadership in primary care by continuously studying and addressing the complex healthcare challenges faced by patients.

7. Material development in Human Resources:

Our human resource approach is characterized by a culture that balances professional excellence with core Indian values of mutual respect, teamwork, and personal development. We continue to drive towards objective assessment and transparent performance management, implementing rigorous goal-setting processes and conducting regular performance reviews. This approach ensures that every team member has clear expectations, meaningful feedback, and opportunities for professional growth. As part of our talent development initiatives, we conduct a structured Leadership Development Program aimed at nurturing future leaders through targeted training, mentoring, and crossfunctional exposure. Our cross-functional team QUEST continues to meet regularly and operate effectively; launched in 2007, its primary objective is to achieve and

maintain high quality by working unitedly, efficiently, and with strong support from all stakeholders-to deliver the best products and services on time. A testament to our commitment to gender equality is the remarkable composition of our workforce, with 54% of our plant workforce being women-reflecting our dedication to creating opportunities and breaking traditional barriers.

8. International Business:

The past year has been a period of both challenges and resilience for our international business. As we expand our footprint beyond India, we continue to navigate complex regulatory landscapes, economic fluctuations, and operational hurdles while staying committed to sustainable growth. Regulatory approvals and product registrations remain a significant challenge in many of our key international markets. Lengthy approval processes and evolving compliance norms have resulted in delays, impacting the speed at which we can introduce new products. Despite these obstacles, our regulatory teams have been working diligently to streamline the process, ensuring that we meet the highest global standards while accelerating market entry.

The economic situation in Sri Lanka has had an impact on our export business in the region. Currency fluctuations, import restrictions, and lower consumer spending have led to a temporary slowdown in demand. However, we remain committed to this market and continue to engage with local partners to find solutions that ensure business continuity. Our strategic approach focuses on optimizing supply chain efficiencies, strengthening distributor relationships, and identifying opportunities for sustainable growth despite external uncertainties.

Our international expansion is driven by a long-term vision-one that prioritizes not just commercial success but also healthcare accessibility and patient well-being across regions. Looking ahead, we remain optimistic about our international business prospects. By leveraging our expertise in product development, regulatory compliance, and strategic partnerships, we are confident in our ability to overcome challenges and continue our journey towards becoming a globally recognized healthcare brand.

9. Segment wise performance:

Your Company operates exclusively in one segment i.e. pharmaceutical formulations.

10. Details of significant changes in key financial ratios:

a. Inventory Turnover ratio has declined marginally from 3.60 times (2023-24) to 3.40 times (2024-25).

b. Interest coverage ratio was declined from 130.94 times (2023-24) to 98.02 times (2024-25).

c. Change in Return on Net worth: The net worth of the

Company rose from f 14494.02 Lacs (2023-24) to f 17,177.71 Lacs (2024-25). The return on net worth increased from 17.92% (2023-24) to 18.66% (2024-25).

d. Total Debt Equity Ratio increase from 0.00 times (202324) to 0.02 times (2024-25).

e. Debtors'' turnover ratio reduced from 7.79 times (202324) to 7.54 times (2024-25).

f. Current Ratio decreased from 6.70 times (2023-24) to 3.00 times (2024-25).

g. Operating profit margin improved from 25.05% (202324) to 29.32% (2024-25).

h. Net profit margin improved from 18.30% (2023-24) to 21.14% (2024-25).

Figures of the financial year 2024-25 are re-arranged wherever required due to re-grouping or re-arranging of figures for proper comparison.

11. Statutory Auditors and Report:

The auditors of the Company viz. M/s. D. R. Mehta & Associates (Reg. No.:106207W) have confirmed their eligibility to act as the auditors of the Company for the period from conclusion of the ensuing 40^th AGM (2025) till conclusion of 41^st AGM (2026) for auditing the financial statement of the Company for the financial year 2025-26.

The Company has appointed them for a term of five consecutive years from the conclusion of the 37^th AGM held on 29^th July, 2022 to the conclusion of the 42^nd AGM to be held in the year 2027.

The auditors'' report with unmodified opinion on the financial statements of the Company pertaining to financial year 202425 as submitted by them was disclosed/circulated, as required.

This report do not contain any qualification, reservation or adverse remark or disclaimer.

12. Secretarial Auditors and Report:

Kindly find attached “Annexure-A and A-1” to this report for the secretarial audit report for the financial year 2024-25, presented by M/s. Nilesh G. Shah & Associates, Practicing Company Secretaries, in prescribed format i.e. Form MR-3.

Their annual secretarial compliance report under regulation 24A(2) of SEBI-LODR pertaining to financial year 2024-25 was also received by the Company and submitted to the stock exchange, as required.

This report do not contain any qualification, reservation or adverse remark or disclaimer.

An Ordinary resolution has been proposed for your consideration at the ensuing 40^th AGM, for the appointment M/s. Nilesh Shah & Associates, a peer reviewed firm of a practicing Company Secretaries (firm registration no.

P2003MH008800) to act as the secretarial auditors of the Company in pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI LODR. They have confirmed that they are eligible to act as the secretarial auditors of the Company for a period of 5 (Five) consecutive years from the conclusion of this 40^th AGM till the conclusion of 45^th AGM to be held in the year 2030, i.e. from the financial year 2025-26 to financial year2029-30.

The previous tenure of appointment of the Secretarial Auditors viz. M/s. Nilesh Shah & Associates, practicing Company Secretaries was upto 31^st March, 2025.

13. Reporting under Section 143(12) of the Act:

Pursuant to Section 134(2)(ca) of the Act, the Statutory Auditors have stated in their report that in terms of Section 143 (12) of the Act, in the course of their duties, had no reason to believe that any of the officer or employee of the Company, had or has committed any offence or fraud.

14. Maintenance of Cost records and the Cost Auditors:

In pursuance of the order of the Central Government and pu rsuant to section 148(1) of the Act, Companies (Cost Record and Audit) Amendment Rules, 2014 as amended, your Company prepare and maintain cost records, for its pharmaceutical formulations.

On the recommendation of the Audit Committee, M/s. Kirit Mehta & Co. (Registration No.: 000353) were appointed as the cost auditors, by the Board of Directors of the Company, for auditing the cost records of the Company for the financial year 2025-26. The Company was in receipt of their letter confirming that their firm is free from any disqualification and are eligible for appointment as the cost auditors of the Company for the financial year2025-26.

The Company and the Cost Auditors have mutually agreed upon the fees for the services to be rendered by the cost auditors for financial year2025-26. An ordinary resolution has been proposed in the notice convening the ensuing 40“’ AGM of the Company, for ratification of their fees for the financial year2025-26.

Pursuant to section 148(6) of the Act, read with rules thereunder, the Company''s cost audit report for the financial year 2023-24 under Form No.: CRA-4 was submitted to the Central Government during the year.

15. Annual Return:

Company''s annual return, in the prescribed form no. MGT-7, containing particulars, as they stood on the close of the financial year 2023-24, as duly submitted to the Ministry of Corporate Affairs, in compliance with section 92(3) and 134(3)(a) of the Act, is placed on the website of the Company, viz. www.jenburkt.com. For the web link of the same, kindly refer to report on Corporate Governance in this Annual Report.

16. Particulars of loans, guarantees or investments made by the Company:

No loan or guarantee was given to any person or body corporate directly or indirectly by the Company, pursuant to Section 186 of the Act, during the financial year 2024-25. The investments in various securities made and held by the Company during the financial year under review are within the limits set under the applicable provisions of the Act, details of which are presented in schedule 4 of the financial statement of the Company.

17. Particulars of related party transactions:

The Board of the Company has approved the Company''s policy on "Materiality of related party transactions and dealing with related party transactions". The same is available on the Company''s website, viz. www.jenburkt.com. For the web link of the same, kindly refer details provided in the report on Corporate Governance in this Annual Report.

A. In terms of Section 188 of the Act and rules made thereunder, no materially significant related party transaction, was entered into by the Company during the financial year 2024-25, with its promoters, Directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company, at large. None of the Directors have any material pecuniary relationships or transactions vis-a-vis the Company.

Two Leave and License agreements, which are not material in nature, were executed by the Company during the financial year 2022-23. Both of them were in the ordinary course of business and at arm''s length basis. Voluntary disclosure of these transactions (not “Material” in nature) are annexed in the prescribed form No. AOC-2 to this report as “Annexure-B”.

The Company has no Material related party transactions in terms of Regulation 23 of SEBI-LODR and in terms of the Company''s policy.

None of the Directors on the Board or any KMPs, apart from receiving their respective remuneration and dividend on their shareholdings, has any pecuniary transaction with the Company, or inter-se, which has potential conflict of interest with the Company.

B. Other Disclosures:

(a) Disclosure in terms of Regulation 34(3) read with sub clause (1) of clause A (Related Party Disclosure) of Schedule V of SEBI -LODR:

-This requirement is not applicable to the Company.

(b) Disclosure in terms of Regulation 34(3) read with sub clause (2) of clause A (Related Party Disclosure) of Schedule V of SEBI-LODR:

-This requirement is not applicable to the Company as it doesn''t have any Holding or Subsidiary Company.

(c) Disclosure in terms of Regulation 34(3) read with sub clause (2A) of clause A (Related Party Disclosure) of Schedule V of SEBI-LODR:

-Kindly refer to disclosure in AOC-2 at "Annexure-B" annexed to this report.

18. Corporate Social Responsibility (CSR):

Corporate Social Responsibility is a core element of the Company''s culture and is implemented with a strong focus on compliance with applicable legal requirements. In accordance with Section 135 and Schedule VII of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company carries out its CSR activities directly.

During the year under review, CSR initiatives were undertaken based on the recommendations of the CSR Committee and with the approval of the Board.

The Company has a Board-approved CSR Policy, under which an Annual Action Plan is formulated for each financial year.

All CSR expenditures during the year were made in alignment with this Policy and Action Plan.

A detailed report on the Company''s CSR activities, including a summary of the CSR Policy, the nature of initiatives undertaken, the amount spent during the year, and other prescribed disclosures, is provided in the format specified under the applicable rules and is annexed to this Report as “Annexure-C”.

The CSR Policy of the Company is available on the website of the Company at

https://www.jenburkt.com/Other_Info/20152016/Policy%20on%20CSR.pdf.

19. Investors'' Education and Protection Fund (IEPF):

The Company has taken appropriate steps to intimate those shareholders who have not claimed their dividend for consecutive seven years, regarding mandatory transfer of dividend and corresponding shares to IEPF, by way of sending individual letters, by providing information under notes to the notice convening AGMs and by publishing newspaper notices, regarding their unclaimed dividend and corresponding shares that were liable to be transferred to IEPF account.

Necessary actions were taken by the Company for creating unpaid dividend accounts and uploading status of unpaid dividends, year wise, with required details on its website, in pursuance to section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, from time to time. In accordance to the said Act and Rules, the unclaimed dividend amount lying in the Company''s unclaimed dividend bank account pertaining to the dividend for the financial year 2016-17 and 2017-18 (interim) were transferred to IEPF authority by the Company along with the corresponding equity shares.

The shareholders are hereby informed that the dividend

amount and equity shares transferred to IEPF can be claimed back by the shareholders from the IEPF authority by following procedure mentioned in the above said rules of IEPF, in this regard the Company Secretary is the nodal officer of the Company. The shareholders are requested to complete their KYC requirements and claim their dividend, from the Company, if not encashed yet, from financial year 2017-18 (final dividend) onwards, to avoid hardship of claiming later from IEPF, along with corresponding shares, if any. Individual letters are already sent to the shareholders, in this regard and newspapers advertisement are also published, to alert those who have not yet claimed their past dividend(s) if any.

The shareholders are advised to take note that the details of the shareholders whose dividend and shares transferred to IEPF are available at https://jenburkt.com/investors/ unclaimed-dividends. It is also uploaded on the website of IEPF viz. www.iepf.gov.in. The transfer of unclaimed dividend amount pertaining to financial year 2017-18 (final) will take effect during financial year 2025-26.

20. Secretarial Standards:

The applicable provisions of the secretarial standard-1 on the meetings of Board of Directors and its Committees, and the secretarial standard-2 on general meetings as formulated and issued by The Institute of Company Secretaries of India (ICSI) are complied with by the Company.

Majority of the provisions of the other secretarial standards, as formulated by ICSI and which are non-mandatory and recommendatory in nature, were voluntarily complied with by the Company, during the financial year 2024-25.

21. Report on Corporate Governance:

A detailed report on the Corporate Governance of the Company, pursuant to the relevant provisions of the Act and SEBI-LODR and the secretarial auditor''s certificate regarding Company''s compliances with Corporate Governance norms during financial year 2024-25 are attached to this Annual Report.

22. Policy on Vigil Mechanism:

In pursuance of Section 177(9) of the Act and rules made thereunder and Regulation 22(1) of SEBI-LODR, a vigil mechanism of the Company has been established by forming a whistle blower policy of the Company, inter alia providing adequate safeguard against any victimization of any employee and / or Director of the Company.

With a clear intent of zero tolerance towards unethical conduct or behavior within the Company, the Company has in place a policy on Vigil Mechanism. Over the years, through its strong vigil mechanism, your Company is known for carrying on business with integrity and values.

The Employee/Director of the Company are free to disclose or

report any genuine concern, regarding wrongful misconduct (as defined in said policy), including reporting instances of leak of unpublished price sensitive information of the Company, as required under regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. No employee or Director of the Company was denied access to the audit Committee. There was no reporting of any such event during the year. The Audit Committee review the functioning of vigil mechanism / whistle blower policy. The said whistle blower policy of the Company is uploaded on the website of the Company, viz. www.jenburkt.com. Policies on code of conduct is also uploaded on the said website www.jenburkt.com.

23. Cyber Security:

No cyber security related issue experienced by the Company, during the year under review. The Company, as an on-going process, is strengthening its cyber security infrastructure to safeguard itself from any security issues, in future.

24. Other Information:

A. A detailed information on conservation of energy and technology absorption, foreign exchange earnings and outgo is annexed as “Annexure-D”, to this report.

B. In pursuance of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, details of employees, are annexed herewith as “Annexure-E” to this report.

C. Risk management plan: Your Company has formulated a risk management plan and have constituted a risk management Committee. The risks are classified in different areas such as market, finance, operational, etc. These risks are reviewed regularly to mitigate the risk, if any.

D. In terms of Section 134(3) (l) of the Act-No Material changes or commitments have occurred, affecting the financial position of the Company, after 31^st March, 2025 till the date of this report.

25. General:

Disclosure or reporting is not required by the Company with respect to the following items as there were no transactions nor any reporting required on these items for the year under review:

A. The disclosure under Schedule V (A) (2) of SEBI-LODR relating to the accounts of holding Company and subsidiary Company is not applicable to the Company, since your Company does not have any holding or subsidiary or associate Company, nor it is a subsidiary or associate of any other Company.

B. Details relating to deposits covered under Chapter V of the Act.

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

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

E. As certified by the RTA no shares are lying with them which are under demat suspense account or unclaimed suspense account, in terms of Schedule-V- (F) of the SEBI- LODR.

F. No application was made, nor any proceedings is pending against the Company under the Insolvency and Bankruptcy code, 2016, during the year.

G. Changes in the Capital Structure of the Company.

26. Disclosure under sexual harassment of woman at workplace (prevention, prohibition and Redressal) Act, 2013:

In accordance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, your Company has framed a policy and also have constituted an internal complaints committee headed by a woman employee. No complaint, in this regard, was received by the Committee, during the year. The Annual Report under the said Act, for the year 2024 has been submitted to the District Officer, as required.

27. Significant and Material Order passed by the Regulators or Courts or Tribunals:

No significant or material orders were passed by the regulators or courts or tribunals which may impact the going concern status and Company''s operations in future. For details regarding existing legal matters, kindly refer to Note (s) titled as “Contingent Liabilities” under Significant Accounting Policies.

28. Appreciation:

The employees are the assets for the growth of the Company, your Directors acknowledge their untiring support and place on record their gratitude and convey their sincere appreciations for the hard work and excellent commitment displayed by each of them, during the year under review. Your Director also thank all the Stakeholders, various Government Departments and Agencies for their co-operation and support throughout.

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Mar 31, 2024

The total revenue from the operations of the Company for the financial year 2023-24, stood at ? 14,196.65 Lac as against ? 13,674.92 Lac recorded for the financial year 2022-23, a rise of 3.82% year on year.

The Company recorded profit before tax ? 3,517.59 Lac for the financial year 2023-24, as against ? 3,286.47 Lac recorded for the previous financial year 2022-23 a rise of 7.03% year on year. The profit after tax for the financial year 2023-24 stood at ? 2,597.73 Lac as against ? 2,460.70 Lac recorded for the previous financial year 2022-23, arise of 5.6% year on year. For the financial year 2023-24 the EPS of the Company is ? 58.86 as against ? 53.90 recorded on weighted average basis for the previous financial year2022-23.

2. Dividend and Reserves:

A dividend of ? 15.30 (153%) on ? 10/- paid-up 4413300 equity shares of the Company has been recommended by the Board for the financial year 2023-24. This will absorb ? 675.23 Lac from the surplus profit of the Company available for appropriation for the financial year2023-24.

The dividend declared by the Company is subject to the TDS. Kindly refer to a note on TDS on dividend, appearing in the Notice convening the 39^th AGM.

The reserves and surplus amount stood at ? 14,052.69 Lac as at 31^st March, 2024 as compared to ? 11,797.64 Lac as on 31^st March, 2023, an increase by 19.11% year on year.

Your Directors with pleasure present their report on the business and operations of your Company (“the Company” or “Jenburkt”) along with the audited financial statements of the Company and auditors'' report thereon for the financial year ended on 31^st March, 2024.

1. Summary of Financial Performance:		(Rs. in Lacs)
Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from operations	14,196.65	13,674.92
Other income	466.69	512.32
Total Income	14,663.34	14,187.24
Total expenditure	11,145.75	10,900.77
Profit before tax	3,517.59	3,286.47
Tax expenses	919.86	825.77
Profit after tax	2,597.73	2,460.70
Other comprehensive income	292.84	42.26
Total other comprehensive
income, net of tax	2,890.57	2,502.96
Earnings per share (EPS)
(Basic & Diluted in ?) *	58.86	53.90
Reserves and Surplus	14,052.69	11,797.64
“*”: EPS for the financial year 2022-23 is calculated on weighted average basis, due to buyback of equity shares during the financial year 202223.

The Board does not propose any amount to be transferred to general reserve, for the year under review.

The Board has recommended to hold 39^th AGM on Tuesday, 30^th July, 2024. The register of members and share transfer books will remain closed from Wednesday, 24^th July, 2024 to Tuesday, 30^th July, 2024 (both days inclusive), for the purpose of payment of dividend and the 39^th AGM. The cut-off date for recognition of members eligible for e-voting is Tuesday, 23^rd July, 2024.

3. Management Discussion &Analysis Report:

A. Overview of Indian pharmaceutical industry structure, development and important changes:

For years the Indian pharmaceutical industry has been a cornerstone of global healthcare, earning the moniker "pharmacy of the world." This dominance stems from its leadership in high-volume, low-cost generic drug manufacturing (up to 20% global market share) and fixed-dose combination (FDC) therapies. Fueled by a potent combination of innovation, demographic megatrends, and a strategic focus on lucrative segments like pain management (a $5 billion market in India), the industry is poised for sustained growth.

Beyond its undeniable global impact, the Indian pharmaceutical sector serves as a linchpin for the nation''s economic engine. It generates significant employment opportunities (over 8 million direct and indirect jobs) and fosters a vibrant innovation ecosystem. Recent years have witnessed pivotal developments and strategic shifts, shaping the industry''s trajectory towards a future brimming with promise.

Addressing affordability, accessibility, and public health concerns in a nation as diverse as India presents a unique opportunity. Pharmaceutical companies like ours can become key players in national well-being while securing a strong foothold in both domestic and international markets. This past year has been marked by a dynamic interplay between the pharmaceutical and consumer wellness industries. Fueled by a growing focus on preventive healthcare and rising disposable incomes, this convergence presents a fascinating picture of innovation and opportunity.

The Indian Pharmaceutical Market witnessed a stellar 9.5% year-on-year growth in March 2024, driven by positive value growth across all major therapeutic categories (Pharmatrac).

The Organisation of Pharmaceutical Producers of India (OPPI) joined forces with EY to conduct a comprehensive

study - "Reimagining Pharma and Healthcare for India@100 - Bharat Ke Liye" - envisioning the future of pharmaceuticals and healthcare in India by the centenary year of its independence (2047). The report emphasizes the importance of fostering a culture of innovation, fostering seamless integration with global markets, and ensuring equitable access to healthcare for all.

Unleashing Pharma''s Research & Innovation Potential:

A paradigm shift is underway, with the industry transitioning towards value-driven research and development (R&D). A robust ecosystem that fosters collaborative partnerships among diverse stakeholders -pharmaceutical giants, agile startups, esteemed academic institutions, and cutting-edge research bodies - is crucial for success. Supportive government policies, world-class infrastructure, and innovative financing mechanisms are essential for propelling India into "Discovery 1.0" - a transformative phase marked by the development of next-generation therapeutics.

Biologics, a new generation of drugs derived from living organisms, are gaining traction. Recognizing this potential, the government is actively promoting biosimilar development through supportive policies. This focus on biosimilars is expected to propel India''s position as a key player in the global biologics market.

Embracing Digital Transformation:

The industry is undergoing a digital revolution. The adoption of artificial intelligence (AI) and machine learning (ML) is transforming drug discovery and development processes, accelerating time-to-market for new medications. Additionally, advancements in big data analytics are optimizing supply chains and improving pharmacovigilance (drug safety monitoring).

Integration into the Global Pharma Supply Chain:

Manufacturing prowess and supply chain management efficiency are paramount for achieving global competitiveness. India is strategically positioned to capitalize on the "China 1" opportunity due to its inherent advantages and a conducive business environment.

The government''s ambitious target of scaling the industry to a mammoth $200 billion by 2030 underscores its commitment to supporting industry growth through impactful initiatives like production-linked incentive schemes.

Key Trends and Growth Drivers in the Indian Context:

Rising disposable incomes, increasing health awareness among the populace, and the high burden of chronic diseases present a lucrative opportunity for industry players to develop disruptive, cost-effective solutions catering to the diverse healthcare needs of the Indian population.

Ensuring affordability and accessibility of medicines remains a key challenge. The government''s initiatives like the Jan Aushadhi Scheme, which provides generic drugs at discounted prices, are making a positive impact. Industry collaboration with the government and healthcare providers is crucial to expand healthcare coverage and improve access to essential medicines in rural and remote areas.

The "Rise of the Wellness Warrior" trend reflects a growing consumer focus on proactive healthcare management, seeking solutions for stress mitigation, immunity boosters, and personalized approaches to well-being.

The "Power of Digital Health" highlights the transformative role of technology in revolutionizing access to information and empowering individuals with personalized wellness plans. Investors are taking keen notice, with a surge in funding for digital health startups, pa rticu la rly i n regions like Southeast Asia (Salaam Gateway report).

The rising incidence of chronic pain translates to higher demand for effective pain management solutions. Companies with deep expertise in this domain can play a significant role by developing innovative treatment options. Here at Jenburkt, with our extensive experience in pain management, we are actively innovating and launching new products across our Pharmaceutical and Wellness Divisions to tackle India''s silent pain epidemic.

B. Business performance, opportunities and outlook:

We would like to share the continued success and achievements of our Research & Development Centre at Sihor, that exemplifies our unwavering commitment to accelerating new product development and building a robust innovation pipeline across key therapeutic areas.

Our domestic business has delivered robust consistent results. We are happy to share that this year witnessed a historic achievement with Nervijen D3 tablets becoming the first brand in Jenburkt''s history to reach a revenue target exceeding expectation within its first year of launch. This success underscores the significant need addressed by Nervijen D3 and the trust placed in Jenburkt by healthcare professionals and patients. In addition, we expanded our therapeutic reach by venturing into specialized segments and introducing novel delivery formats with a focus on enhanced patient convenience, palatability and compliance which were well-accepted.

Our consumer wellness division, Jenburkt Wellness, with

its flagship brand Zixa Strong Rapid Pain Relief also witnessed an exciting year. Originally a digital-only direct-to-consumer brand, this year we expanded into general trade with pilots across Mumbai, Pune, and Bengaluru. This expansion is planned to continue throughout the year 2024, increasing physical accessibility for consumers. We renewed and strengthened our association with Mumbai City FC, champions of the 2023-24 Indian Super League, as their Official Pain Relief and Recovery Partner. Zixa Strong''s commitment to superior quality was validated by an official recommendation by the Indian Association of Physiotherapists (IAP), a community of over 12,000 registered physiotherapists pan-India.

Despite navigating regulatory hurdles, market disruptions (limited foreign exchange access in Africa, and unrest in Sri Lanka), and receivables challenges, our International Business division displayed resilience. These temporary obstacles became opportunities to strengthen partnerships and improve access to essential products. Our focus now shifts to product portfolio expansion in existing markets and entry into two new ones, solidifying our global reach and fostering growth.

The Indian pharmaceutical and wellness market is poised for explosive growth driven by several factors. A growing aging population demands geriatric care solutions, while rising cases of chronic diseases like diabetes fuel the need for effective treatments. Furthermore, increasing health insurance penetration, projected to reach 50% by 2030, empowers patients to seek more medical care. India''s advantage doesn''t stop there - its lower medical costs and advanced technology are attracting medical tourists, with the industry expected to reach $9 billion by 2026. This confluence of trends paints a bright picture for the future of India''s healthcare landscape.

Addressing affordability, accessibility, and public health concerns in a nation as diverse as India presents a unique opportunity. Pharmaceutical companies like ours can become key players in national well-being while securing a strong foothold in both domestic and international markets. This past year has been marked by a dynamic interplay between the pharmaceutical and consumer wellness industries. Fueled by a growing focus on preventive healthcare and rising disposable incomes, this convergence presents a fascinating picture of innovation and opportunity. Jenburkt is committed to enhancing healthcare access and affordability in India. Their strategy involves a three-pronged approach: first, developing cost-effective treatments for diseases prevalent in the region. Second, they will partner with organizations like the Red Cross to raise awareness about preventative healthcare and healthy lifestyle choices. Finally, Jenburkt will collaborate with the Red Cross to improve rural healthcare

outreach programs and experiment with telemedicine solutions, ensuring a wider reach for their initiatives.

C. Risks, concerns and threats

The Indian pharmaceutical industry is a global powerhouse, due to its robust generics manufacturing and exports. However, this position is not without its challenges.

India faces a balancing act in its pharmaceutical industry. The government enforces strict price controls on essential medicines, making them highly affordable for a large population. This is a major public health benefit, ensuring many can access life-saving treatments. However, a recent 2023 study by ASSOCHAM paints a concerning picture. The study reveals that R&D spending in the Indian pharmaceutical sector has stagnated at around 10-12% of revenue in recent years. This falls short of the global average of 15-20%. The worry is that limited profit margins due to price controls are discouraging companies from investing heavily in R&D. This could stifle innovation and hinder the development of new drugs in the long run. Essentially, India''s focus on affordability might be unintentionally coming at the cost of future medical advancements.

A significant th reat to the Indian pharmaceutica l industry''s reputation is the prevalence of counterfeit drugs. According to the World Health Organization (WHO), an estimated 35% of the world''s counterfeit drugs originate in India. This not only poses a serious health risk to patients but also tarnishes the image of legitimate Indian pharmaceutical companies. A 2020 study by FICCI (Federation of Indian Chambers of Commerce and Industry) estimated that the Indian pharmaceutical industry loses a staggering USD 4.2 billion annually due to counterfeit drugs.

This not only impacts profitability but also discourages foreign investment in the sector.

The Indian pharmaceutical industry is heavily reliant on China for Active Pharmaceutical Ingredients (APIs), the essential raw materials used in drug production. Industry estimates suggest that around 80% of India''s API needs are currently fulfilled by Chinese suppliers. This dependence exposes Indian companies to potential price hikes and supply chain disruptions. Diversifying API sourcing beyond China is crucial to mitigate these risks.

Complying with stringent international regulatory standards is a major challenge for Indian pharmaceutical companies, particularly those aiming to export their products. According to a 2023 report by ICRA Limited, a credit rating agency, Indian companies have seen an upward trend in inspections and warning letters in recent

years. While these may not have a material impact yet, they can lead to production halts, product recalls, and reputational damage if not addressed promptly.

The Indian government often regulates the cost of essential medicines to ensure affordability for all. However, this can negatively impact the profitability of pharmaceutical companies. These companies invest heavily in R&D and marketing new drugs, but price controls can make it difficult to recou p these costs. Striking a balance between ensuring affordability for patients and allowing companies to invest in innovation and growth is a constant challenge.

The Indian pharmaceutical industry relies on the import of key ingredients and raw materials. Global supply chain disruptions due to geopolitical tensions, pandemics, or natural disasters can hamper the manufacturing and availability of medicines in India. Companies may struggle to find alternative sources for essential materials leading to drug shortages and price hikes. This ultimately impacts patient access to critical medications.

While India has a robust R&D infrastructure, more funding is needed to drive innovation and create new drugs. A 2024 report by CAPSULE, a pharmaceutical industry publication, highlights the need for increased public and private sector investment in R&D. Creating new and effective medicines requires significant time, money, and expertise. Balancing the costs and benefits of R&D is a challenge, but continuous innovation is essential for the long-term growth of the industry.

In conclusion, the Indian pharmaceutical industry navigates a complex landscape. While government price controls ensure affordability, they can stifle innovation. Countering the menace of counterfeit drugs, reducing dependence on China for APIs, and navigating stringent global regulations are critical challenges. Additionally, maintaining a robust supply chain, fostering a culture of R&D, and striking a balance between affordability and profitability are all crucial for the industry''s sustainable growth and continued role as a global leader in affordable medicines.

Legal Matters:

a. NPPA had served a show cause notice to the Company alleging that a Company''s product was violating a NPPA''s standing order. However, after a Personal Hearing and detailed submission, NPPA passed a written order stating that the Company''s product did not violate the standing order. Subsequently, NPPA reviewed its own order, without having any power to review, issued a show cause notices and a demand notice to the Company. The Company subsequently

filed a writ petition against the demand of NPPA, at the Hon''ble High Court of Bombay. DPCO, 1995, explicitly debars NPPA to review its own order, the very reason cited by Hon''ble High Court of Bombay, while settling the matter in favour of the Company quashing the show cause notices and demand notice in their judgment dated 8^th August, 2013 and 26^th September, 2013. The NPPA after over a year filed a Special Leave Petition (SLP) (demanding f 16.45 crore) at the Hon''ble Supreme Court. The Company has been legally advised, that based on the facts and merits of the case, the demand raised by NPPA is not likely to crystallize.

The matter is pending at Supreme Court after being admitted for further hearing.

b. The Drug Inspector, Tirupati, took a company product from a local chemist and sent for test at a government laboratory in Vijayawada which declared the samples as Not of standard quality. Further, the said samples were sent to Central Drug Laboratory at Kolkata. Both these laboratories did not test the product in accordance to the Company''s method of analysis, as mandated for the Proprietary medicine where no previous reference is available for testing. They conducted testing by different/ random method of Analysis which was inappropriate and hence the product failed at such analysis. Whereas same product of sa me batch tested thereafter at Company''s laboratory at Sihor and recognised Laboratory in Mumbai which passed the analysis, as they were based on the Company''s method of analysis for proprietary medicine. The Drug Inspector then filed a case at I-Additional District Sessions Court, Chittoor. The Company swiftly approached the High Court, of Andhra Pradesh, Amravati and succeeded in obtaining stay on 5^th May, 2022 on all further proceedings initiated by lower court i.e. at I-Additional District Sessions Court, Chittoor.

c. The GST department has raised a demand for f 7.37 Lac plus interest to be quantified, for the financial period July 2017 to March 2019 vide order dated 6* September, 2023. The company has filed an appeal against the said order with appellate authorities. As per the opinion of the tax consultant, the said appeal is most likely to be decided in favour of the company.

d. The Income Tax Department has raised a demand for f 4.64 Lac for the A.Y. 2022-23 vide order u/s. 143(3) of the Income Tax Act, 1961. The company has filed an appeal against the said order with the Commissioner of Income Tax - Appeals. As per the opinion of the tax consultant, the said appeal is most likely to be decided i n favour of the compa ny.

4. Management:

A. Changes in Board:

(i) Appointment during the year: Shri Sumit A. Thakkar (DIN:10157663): He has been appointed by the members by passing a Special Resolution at the 38^th AGM of the Company held on 26^th July, 2023, as a Non-executive and Independent Director of the Company for a first term of five consecutive years from 26^th July, 2023 to 25^th July, 2028. He is not liable to retire by rotation.

(ii) Shri Dilip H. Bhuta (DIN:03157252): A Director of the Company is liable to retire by rotation basis, at the ensuing AGM of the Company. Being eligible for reappointment, he has offered himself to be reappointed.

A brief profile of Shri Dilip H. Bhuta being re-appointed as the Director, is appearing in the Explanatory Statement annexed to the Notice.

He was appointed as the Whole Time Director and CFO of the Company, for a period of five consecutive years from 1^st April, 2022 to 31^st March, 2027 by a special resolution at the 36^th AGM of the Company held on 7^th September, 2021. In accordance to the said Special Resolution his remuneration was approved for three years from 1^st April, 2022 to 31^st March, 2025.

A special resolution is also proposed regarding his remuneration for the remaining period of two years from 1^st April, 2025 to 31^st March, 2027, in the notice convening the ensuing 39^th AGM of the Company.

(iii) Appointment/Re-appointment of three NonExecutive and Independent Directors:

(a) Shri Krishnan Subharaman (DIN:01518995): A special resolution is recommended in the notice convening the ensuing 39^th Annual General Meeting, for the appointment of Shri Krishnan Subharaman as a nonexecutive and independent director of the Company for a period of three consecutive years, from 28^th May, 2024 to 27^th May, 2027, not liable to retire by rotation. His appointment as an additional director made on 28^th May, 2024, is valid up to the ensuing AGM.

A brief profile of Shri Krishnan Subharaman is appearing in the Explanatory Statement annexed to the Notice.

(b) Shri Pankaj Arun Dantwala (DIN:02158836): A special resolution is recommended in the notice convening the ensuing 39^th Annual General Meeting, for the appointment of Shri Pan kaj Aru n Da ntwa la as a nonexecutive and independent director of the Company for a period of three consecutive years, from 28^th May, 2024 to 27^th May, 2027, not liable to retire by rotation. His appointment as an additional director made on 28^th May, 2024, is valid up to the ensuing AGM.

A brief profile of Shri Pankaj Arun Dantwala is appearing in the Explanatory Statement annexed to the Notice.

(c) Smt. Hina Ravindra Mehta (DIN: 08719453): A special resolution is recommended in the notice convening the ensuing 39^th Annual General Meeting, for the re-appointment of Smt. Hina Ravindra Mehta as a non-executive and independent director of the Company for the second term of five consecutive years beginning from 27^th March, 2025 to 26^th March, 2030. She is not liable to retire by rotation.

Her present appointment as the non-executive and independent director, for the first term of five consecutive years is from 27^th March, 2020 to 26^th March, 2025.

A brief profile of Smt. Hina Ravindra Mehta is appearing in the Explanatory Statement annexed to the Notice.

The Company is in receipt of declaration and confirmation from all the independent Directors on the Board of the Company regarding their individual compliance with provision of Section 149(6) and Regulation 16(1)(b) of SEBI-LODR, including the Code for independent Directors as prescribed in Schedule IV to the Act and the code of business conduct of the Company, for the financial year 2023-24. Accordingly, the Board concluded that there is no conflict of interest of any of the Independent Directors with the Company.

All the Directors on the Board and the officers of the Company have been insured by the Company under its Directors and officers (D&O) insurance policy, indemnifying them from any liability that may occur while performing their role, duties, responsibilities, etc. For further details with regard to independent Directors of the Company, kindly refer to report on Corporate Governance in this Annual Report.

(iv) Retirement of Non-Executive and Independent Directors:

(a) Shri Bharat V. Bhate (DIN:00112361): He is a director on the Board of the Company since 15^th April, 1994. He was designated as a Non-Executive and Independent Director in 2014, pursuant to the provisions of the Companies Act, 2013. He completes his tenure of the second and last term of five consecutive years and hence ceases to be a director on the Board of the Company and as a Chairman / Member of its committees with effect from 29^th May, 2024. He has served the Company for 30 long years.

(b) Shri Rameshchandra J. Vora (DIN:00112446): He is a director on the Board of the Company since 31^st March, 1998. He was designated as Non-Executive

and Independent Director in 2014, pursuant to the provisions of the Companies Act, 2013. He completes his tenure of the second and last term of five consecutive years and hence ceases to be a director on the Board of the Company and as a Chairman / Member of its committees with effect from 29^th May, 2024. He has served the Company for 26 long years.

(c) Shri Arun R. Raskapurwala (DIN:00143983): He is a director on the Board of the Company since 20^th January, 2006. He was designated as Non-Executive and Independent Director in 2014, pursuant to the provisions of the Companies Act, 2013. He completes his tenure of the second and last term of five consecutive years and hence ceases to be a director on the Board of the Company and as a Chairman / Member of its committees with effect from 29^th May, 2024. He has served the Company for 18 long years.

All three retiring directors have been an invaluable member of the Board. They have been a driving force behind the Company''s success by consistently providing wisdom, leadership and have served the Company with dedication throughout their tenure. Their contributions have not only shaped the

organization but have also left a lasting impact on each director on the Board, personally.

As they all embarks on their new chapter of life, the Board express its deepest gratitude for their unwavering commitment and exceptional services.

B. Details of the Meetings of Board of Directors and change in its compositions:

The Board of Directors met four times during the year under review, i.e. on 23^rd May 2023, 8^th August 2023, 7^th November 2023 and 6^th February 2024.

The Board at its first meeting held during financial year 2024-25 i.e. on 28^th May, 2024 changed the composition of Board, as given in Table-1 below.

For further details about Board, kindly refer to report on Corporate Governance in this annual report.

C. Changes in Composition and Details of meeting of the Committees of the Board :

Consequent to above mentioned changes in directors, the Board at its meeting held on 28^th May, 2024 changed the composition of its Committees as given in Table-2 below.

Table-1 Composition of Board
Sl. No.	Name of the Directors	Category		Appointed/Cessation	Period
1	Shri Bharat V. Bhate	Non-executive & Independent Director		Ceased	30.05.2019 to 29.05.2024
2	Shri Rameshchandra J. Vora	Non-executive & Independent Director		Ceased	30.05.2019 to 29.05.2024
3	Shri Arun R. Raskapurwala	Non-executive & Independent Director		Ceased	30.05.2019 to 29.05.2024
4	Shri Ashish Uttam Bhuta	Chairman & Managing Director (Promoter)		-	-
5	Shri Dilip Harkishandas Bhuta	Whole Time Director & CFO		-	-
6	Smt. Hina Ravindra Mehta	Non-executive & Independent Director		-	-
7	Shri Sumit Ajaybhai Thakkar	Non-executive & Independent Director		-	-
8	Shri Krishnan Subharaman	Non-executive & Independent Director		Appointed	28.05.2024 to 27.05.2027
9	Shri Pankaj Arun Dantwala	Non-executive & Independent Director		Appointed	28.05.2024 to 27.05.2027
Table-2 Composition of Committees of the Board
Sl. No.	Name of the Committee		Name of the Director		Categroy
1	Audit Committee *		Smt. Hina Ravindra Mehta		Chairperson
			Shri Krishnan Subharaman		Member
			Shri Pankaj Arun Dantwala		Member
			Shri Dilip Harkishandas Bhuta		Member
2	Nomination and Remuneration Committee *		Shri Krishnan Subharaman		Chairman
			Smt. Hina Ravindra Mehta		Member
			Shri Sumit Ajaybhai Thakkar		Member
3	Stakeholders Relationship Committee *		Shri Sumit Ajaybhai Thakkar		Chairman
			Shri Ashish Uttam Bhuta		Member
			Shri Pankaj Arun Dantwala		Member
4	Corporate Social Responsibility Committee *		Krishnan Subharaman		Chairman
			Pankaj Arun Dantwala		Member
			Ashish Uttam Bhuta		Member
			Dilip Harkishandas Bhuta		Member
Vote: Shri Bharat V. Bhate, Shri Rameshchandra J. Vora, Shri Arun R. Raskapurwala ceases to be the chairman/member in these Committees, since they ceases to be director, consequent to completion of
their tenure of second and last term as the Non-Executive and Independent Director of the Company, w.e.f. 29th May, 2024.

Details of Meetings of Committees:

i. Audit Committee: This Committee met four times during the year under review: on 23^rd May 2023, 8^th August 2023, 7^th November 2023 and 6^th February 2024.

ii. Stakeholders Relationship Committee: This Committee met four times during the year under review: on 23^rd May 2023, 8^th August 2023, 7^th November, 2023 and 6^th February, 2024.

iii. Corporate Social Responsibility Committee: This Committee met four times during the year under review: on 23^rd May 2023, 8^th August 2023, 7^th November 2023 and 6^th February2024.

iv. Nomination and Remuneration Committee: This Committee met three times during the year under review: on 23^rd May 2023, 8^th August 2023 and 7^th November 2023.

The above referred Committees, during their respective meetings takes decision on matters within their purview and recommend their decisions to the Board. The Board in turn consider all such recommendations forwarded by the Committees to it, to arrive at appropriate decisions.

Kindly refer to report on Corporate Governance in this annual report for further details about the above Committees, their terms of reference etc.

D. Annual performances evaluation procedure:

During the year under review, the Board carried out performance evaluations of the Board, its Committees and individual Directors in accordance to the applicable provisions of the Companies Act, 2013 and SEBI-LODR in this regard, based on set criteria for evaluations. The Directors carried out evaluation of performance of the Board, by providing inputs based on set criteria. Similarly, the performance of committees were evaluated by the Board after seeking inputs from the members of the committees, based on set criteria. The Board and Nomination and Remuneration Committee carried out performance evaluation of independent Director without the participation of the Director being evaluated. All the directors indicated their satisfaction regarding the fair processes of performance evaluation.

The Board concluded that it was satisfied with the procedure carried out for evaluation and the overall performance of the Board, its committees and of the individual directors. The Board also assessed the fulfilment of the independence criteria by the independent directors of the Company and their independence from the management of the Company, as mentioned in the SEBI-LODR.

The assessment about the quality, quantity and timeliness of flow of information between the management of the

Company and the Board of Directors, necessary for the Board of Directors to effectively and reasonably perform their duties, was also carried out by the independent directors at their separate meeting. They also reviewed the performance of non-independent directors, including chairperson of the Company.

E. Salient features of Company''s policies on Directors'' appointment and remuneration:

The Company has two policies with regard to directors'' appointment and their remuneration. These are “Selection of Directors, Senior Managerial Personnel and determining Directors'' independence” and “Remuneration of Directors, Key Managerial Personnel and other Employees”. Both those policies are available on the Company''s website at: https://www.jenburkt.com/OtherJnfo/20152016/Policy-Selection-of-Directors-Senior-Managerial-Personnel-Determining-Directors-Independence.pdf Listed below are salient features of these policies:

i. For selection of Directors and determining Directors'' independence:

The Company''s policy viz. “Selection of Directors, Senior Managerial Personnel and determining Directors'' independence” is framed for providing guidance towards appointee director''s qualification, experience, etc. as required and determine their independence of the management of the Company. This policy contain the guiding principles for the Nomination and Remuneration Committee for identifying Directors.

For the appointment of a Director on the Board of the Company, the Nomination and Remuneration Committee, take in to account criteria such as education, professional background, knowledge, experience, etc. understanding about Company''s business and industry, in general, personal and professional ethics, integrity values and willingness to shoulder his/her duties, attendance at the Board and Committee meetings, perform his/her role with responsibility, analytical decision making ability, interpersonal relationship qualities and participation in long-term strategic planning, adherence to the company''s policies and codes, provision of all acts, rules and regulations, as applicable, for selection as the Director on the Board of the Company. In case of independent Directors, his/her independence of the management of the Company, no conflict of interest in any transaction entered in to or to be entered in to by the Company with any person(s), firms, Companies, body corporates, whether directly or indirectly, are taken into account.

ii. For remuneration of Directors, key managerial personnel and other employees:

The Company has a Policy on remuneration of

Directors, Key Managerial Personnel and other Employees. The salient features of the Remuneration Policy of the Company are as under:

Guiding Principles for remuneration: The Company shall remunerate all its personnel reasonably and sufficiently as per industry benchmarks and standards. The remuneration shall commensurate to retain and motivate the human resources of the Company. The compensation package will, inter alia, take into account the experience of the personnel, the knowledge & skill required including complexity of his job, work duration and risks associated with the work, and attitude of the employee like positive outlook, team work, loyalty etc.

With the above guiding principles, the Nomination and Remuneration Committee recommend to the Board, the remuneration payable to all the Directors, key managerial personnel and senior employees of the Company including the sitting fees of the independent Directors.

Your company has also insured (a) All its Directors and senior officers, under D&O liability insurance indemnifying them from any liability that may occur while performing their role, duties, responsibilities etc. The insurance premium towards the said policy is borne by the Company. (b) All its Directors and employees with their respective family members under group Mediclaim Policy. The insurance premium towards this policy is shared equally.

F. Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Act, in relation to the

financial statements for the financial year 2023-24, your

Board of Directors state that:

i. in the preparation of the annual accounts for the financial year 2023-24, the Company has adopted and followed the Indian Accounting Standards (IND-AS), as applicable and there are no material departure from the same;

ii. the estimates and judgments relating to financial statements have been made, based on application of sound and consistent accounting policies, on a prudent and reasonable basis in order to ensure that financial statements for the financial year 2023-24 reflect, in a true and fair manner, the form and substance of the transactions and reasonably present the Company''s state of affairs and profit/loss for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls, which are adequate and operating effectively and

vi. the systems are in place to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

G. Key Managerial Personnel (KMP)

In compliance with the provisions of the Section 203(1) of the Act, the Company has three KMPs, viz. Shri Ashish U. Bhuta- Chairman and Managing Director, Shri Dilip H. Bhuta-Whole Time Director and CFO and Shri Ashish R. Shah- Company Secretary and Compliance Officer as on 31^st March, 2024. No changes in KMP took place during the year under review.

5. Internal Control System including Internal Financial Control and their adequacy:

Jenburkt''s internal controls are commensurate with its size and the nature of its operations. Appropriate systems of recording financial and operational activities/transactions, internal control, including monitoring procedures are maintained by the Company. This ensure that all assets are safeguarded against loss from unauthorized use or disposition and that the overall objects and goals are met within the organisation.

Jenburkt has, as a policy, well defined delegation of power with proper authority, ensuring appropriate responsibilities are carried out by the concerned with commitment to create organisation''s assets and income.

Your Company strongly believe in financial prudence and ethical governance. The Internal control system involve overseeing the process effected by the Board and Senior Personnel of the Company, to provide reasonable assurance that the Company complies with the applicable laws, policies, codes, etc. and that such compliances are done in timely manner and are accurate and reliable. Proactive approach towards prevention and corrective measures are ensured.

The policies and procedures framed and practiced by the employees of the Company endeavours to provide for adequate checks and balances and are meant to ensure that all the approvals, authorisations, verifications, reconciliation, reviews are performed and recorded and all statutory compliances are done and reported wherever required.

The Company keeps investing in automation and latest technology to improve efficiency in business operations, a SAP based ERP system is in place in the Company. This ERP system integrate the Company''s manufacturing and supply chain and key supporting functions like finance and accounts, marketing, sales, HR, etc. This system has also been installed at Company''s Super Stockists to get data of their sales, stock, collection, breakage/expiry etc. The Company''s investment in such technology ensure that your Company can work remotely almost instantaneously during covid like situations.

Further to above, a software for Structured Digital Database (SDD) has been installed in Company''s own server, as required under SEBI - Prohibition of Insider Trading Regulations, 2011 (SEBI-PIT). All the Unpublished Price Sensitive Information (UPSI) of the Company are recorded in it, as and when generated. The trading, transactions etc. by the designated and connected persons in the equity shares of the Company are also recorded regularly.

The audit committee of the Company carries out inter-alia, the functions specified under the Act and SEBI-LODR. The Company has a well-defined whistle blower policy under its vigil mechanism.

The Company''s accounts are overviewed every quarter by the Internal Auditors and Statutory Auditors. The Company''s cost data are also verified by the Cost Auditors. The Company''s secretarial compliances are verified by secretarial auditors. There have been no major adverse observations reported by any of them for the year under review. For the operational issues reported by them, the Company took necessary corrective actions to rectify them.

Your Company''s financial health is robust, it''s a debt-free and cash rich Company, maintaining and ensuring liquidity and financial agility, this provide it the flexibility to seize growth opportunities swiftly. The Company''s commitment to paying vendors and stakeholders promptly strengthens its partnerships, ensuring a smooth supply chain. Your Company is also prompt in meeting all its statutory obligations. This disciplined approach ensures that our financial commitments are met without compromising our financial stability.

After paying handsome dividends, the profits are ploughed back to business, every year. This enable the Company to focus on strategic and diversified investment, research and developments and sustainable growth. Stringent financial control ensures transparency, accuracy and various timely compliances. The board is of the opinion that the Company''s internal financial controls are adequate and effective.

6. Research & Development:

At the core of our R&D philosophy is the exploration of multiple therapeutic areas, with an emphasis on the flourishing consumer wellness segment. In response to evolving consumer needs,in addition to advancing pharmaceutical formulations, the Company is spearheading initiatives in the consumer wellness segment, with several "first-to-the-world" products. These innovative offerings underscore our unwavering commitment to pushing the boundaries of scientific discovery and delivering tangible benefits to consumers worldwide. Some noteworthy additions include:

• Zixa Strong Ortho Pain Massage Oil

• Zixa Strong Pain Relief Balm

• Zixa Strong Headache Roll On

• Zixa Strong Muscle Recovery Gel

• Zixa Strong Sports Recovery Oil

• Zixa Strong Period Cramp Relief Roll-On

Furthermore, our recent launch of Zix DT Tablets in the domestic market has addressed the need for orthopedics. These initiatives have not only led to product improvement and cost reduction but have also facilitated product development and import substitution.

As active members of industry associations, we stay abreast of all the latest developments to ensure that our practices remain at the forefront of industry standards. Ultimately, our unwavering commitment to ethics, principles, and quality assurance positions us for continued growth and success in the competitive pharmaceutical and consumer wellness landscape.

7. Material development in Human Resources:

At Jenburkt, we recognize that our people are the cornerstone of our success. This year, our HR department focused on cultivating a dynamic and inclusive workplace that empowers employees to achieve their full potential and drives organizational excellence. We believe in building a talent pipeline internally. We launched the Internal Job Posting (IJP) initiative, creating a robust system for promoting qualified employees to open positions. This initiative fosters a culture of motivation and growth, allowing high-performing individuals to advance their careers within Jenburkt.

Our HR practices are centered on creating a performance-driven culture that fosters speed, agility, and collaboration. We are committed to fostering a growth-oriented mindset by providing tailored training programs, mentorship opportunities and personalized career paths. This empowers employees to thrive in a dynamic environment that encourages continuous learning and innovation. Our flagship QUEST program, a cross-functional training intervention, has been a cornerstone of employee development since 2007. Our internal HR team developed and delivered QUEST 2023 and 2024, resulting in a program that met its objectives with an enhanced learning experience for participa nts.

We have implemented a comprehensive set of policies and procedures, ensuring a uniform, positive work environment. FY 2023-24 witnessed the successful implementation of a well-calibrated succession plan transition in the Manufacturing and Sales & Marketing functions. Experienced

leaders transitioned out after long and successful careers at Jenburkt, paving the way for new leaders to take charge.

At Jenburkt, we align our people strategy with our business strategy. We take pride in our diverse workforce, with women comprising 55% of our plant workforce. We champion gender diversity and strive to create a truly inclusive workplace where everyone feels valued and empowered to contribute their unique strengths. Looking ahead, we are committed to instilling a Jenburkt-first mindset across all levels of the organization, fostering a deep sense of ownership, pride, and dedication to our shared success.

8. International Business:

The global pharmaceutical market is highly competitive. We face competition from established international players with significant resources, alongside regional and national competitors from India. Competition is intense across pricing, product features, regulatory approvals, customer service, credit options, marketing, and research & development.

While navigating this competitive landscape and securing regulatory approvals for new products, our performance in Benin, Kenya, and Nigeria was impacted due to limited foreign exchange access for customers while in Sri Lanka sociopolitical issues led to delays in order placements and deliveries, consequently affecting sales volume. Additionally, maintaining a healthy receivables-to-sales ratio presented its own challenges.

Despite these hurdles, your company achieved a sales turnover of approx f20 crore, by export, for financial year 2023-24. We have a strategic plan focused on international expansion to solidify our position and drive growth. Our strategy encompasses:

• Expanding our product portfolio by 3-5 products in existing markets.

• Entering at least two new international ma rkets.

This approach will allow us to capitalize on new opportunities and achieve significant growth within the global pharmaceutical landscape.

9. Segment wise performance:

Your Company operates exclusively in one segment i.e. pharmaceutical formulations.

10. Details of significant changes in key financial ratios:

a. Inventory Turnover ratio has remained almost same from 3.62 times (2022-23) to 3.60 times (2023-24).

b. Interest coverage ratio improved from 90.55 times (202223) to 130.94 times (2023-24), due to marginal reduction in finance cost coupled with higher net profit.

c. Change in Return on Net worth: The net worth of the Company rose from f 12,238.97 Lac (2022-23) to

f 14,494.02 Lac (2023-24). The return on net worth decreased from 20.10% (2022-23) to 17.92% (2023-24).

d. Total Debt Equity Ratio improved from 0.16 times (202223) to 0.14 times (2023-24).

e. Debtors'' turnover decreased from 8.46 times (2022-23) compared to 8.29 times (2023-24).

f. Current Ratio increased from 5.14 times (2022-23) to 6.70 times (2023-24).

g. Operating profit margin increased marginally from 24.41% (2022-23) compared to 25.02% (2023-24).

Figures of the previous year are re-arranged wherever required due to re-grouping or re-arranging of figures of the financial year 2023-24, for proper comparison.

11. Statutory Auditors and Report:

The auditors of the Company viz. M/s. D. R. Mehta & Associates (Reg. No.:106207W) have confirmed their eligibility to act as the auditors of the Company for the period from conclusion of the ensuing 39^th AGM (2024) till conclusion of 40^th AGM (2025) for auditing the financial statement of the Company for the financial year 2024-25.

The Company has appointed them for a term of five consecutive years from the conclusion of the 37^th AGM held on 29^th July, 2022 to the conclusion of the 42^nd AGM to be held in the year2027.

The auditors'' report with unmodified opinion on the standalone audited financial statements of the Company pertaining to financial year 2023-24 as submitted by them was disclosed/circulated, as required.

Pursuant to Section 134(2)(ca) of the Act, the Auditors have stated in their report that in terms of Section 143 (12) of the Act, in the course of their duties, they have no reason to believe that any of the officer or employee of the Company, had or has committed any offence or fraud.

12. Secretarial Auditors and Report:

Kindly find attached "Annexure-A and A-1” to this report, the secretarial audit report for the financial year 2023-24, presented by M/s. Nilesh G. Shah & Associates, Practicing Company Secretaries, in prescribed format i.e. Form MR-3.

Their annual secretarial compliance report under regulation 24A(2) of SEBI-LODR pertaining to financial year 2023-24 was also received by the Company and submitted to the stock exchange, as required.

M/s. Nilesh Shah & Associates (C.P. No.: 2631), practicing Company Secretaries have confirmed that they are eligible to act as the secretarial auditors of the Company for the financial year 2024-25.

The Board has appointed the Secretarial Auditors viz. M/s.

Nilesh Shah & Associates (C.P. No.: 2631), practicing Company Secretaries till financial year2025-26.

Secretarial auditors'' observations and Company''s replies:

1) It was observed that a member of the promoter group (Mr. Mahesh Bhuta) inadvertently entered into the sale of equity shares of the company during the closure of the trading window, in violation of the provisions of Regulation 9 of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. As a consequence, the company has issued a warning letter and levied a penalty of f 10,000/-, which the Company has remitted to the Investor Protection and Education Fund of the SEBI.

— The Company has submitted a report in specified format to BSE Ltd., in this regard, which is self-explicit. Besides that, a warning letter was issued to Mr. Mahesh Bhuta and a penalty of f 10,000/- was levied to him. The said amount was promptly deposited in to IPEF (SEBI).

2) It was noted that the Company has filed revised Corporate Governance Report for the quarter ended 30^th September, 2023 in response to a query raised by BSE Ltd. due to a minute error which was rectified through revised filing. The system of BSE Ltd. filing treat such second filing as fresh filing.

— The original Corporate Governance report for the quarter ended 30^th September, 2023 was filed within the prescribed timeline. On a query raised by BSE Ltd. due to a minute error in the said report, the Company had filed revised Corporate Governance report, in response, for rectifying the said minute error.

13. Maintenance of Cost records and the Cost Auditors:

Pursuant to section 148(1) of the Act, Companies (Cost Record and Audit) Amendment Rules, 2014 and in pursuance of the order of the Central Government, your Company is, as required, prepare and maintain cost records, for its pharmaceutical formulations.

M/s. Kirit Mehta & Co. were appointed as the cost auditors, by the Board of Directors of the Company, on the recommendation of the Audit Committee, for auditing the cost records of the Company. The Company is in receipt of their letter confirming that their firm is free from disqualification and eligible for appointment as the cost auditors of the Company for the financial year 2024-25.

An ordinary resolution has been proposed in the notice convening the ensuing 39^th AGM of the Company, for ratification of their fees for the financial year 2024-25.

14. Annual Return:

In compliance with section 92(3) and 134(3)(a) of the Act, Company''s annual return, in the prescribed form no. MGT-7, containing particulars, as they stood on the close of the financial year 2022-23, as duly submitted to the Ministry of

Corporate Affairs is placed on the website of the Company, viz. www.jenburkt.com. For the web link of the same, kindly refer to report on Corporate Governance in this Annual Report.

15. Particulars of loans, guarantees or investments made by the Company:

Pursuant to Section 186 of the Act, during the financial year 2023-24, no loan or guarantee was given to any person or body corporate directly or indirectly by the Company. The investments in securities made by the Company are within the limits set under the applicable provisions of the Act.

16. Particulars of related party transactions:

A policy on "Materiality of related party transactions and dealing with related party transactions" of the Company as approved by the Board, is available on the Company''s website, viz. www.jenburkt.com. For the web link of the same, kindly refer details provided in the report on Corporate Governance in this Annual Report.

A. No materially significant related party transaction, in terms of Section 188 of the Act and rules made thereunder, was entered into by the Company during the financial year 2023-24, with its promoters, Directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company, at large. None of the Directors have any material pecuniary relationships or transactions vis-a-vis the Company.

Two Leave and License agreements, which are not material in nature, entered into by the Company during the financial year 2022-23, were in ordinary course of business and at arm''s length basis. They are voluntarily disclosed (though not “Material” in nature) in the prescribed form No. AOC-2, by the Company and annexed to this report as "Annexure-B”.

The Company has no Material related party transactions in terms of Regulation 23 of SEBI-LODR and in terms of the Company''s policy.

None of the Directors on the Board or any KMPs, apart from receiving their respective remuneration and dividend on their shareholdings, has any pecuniary transaction with the Company, or interse, which has potential conflict of interest with the Company.

B. Other Disclosures:

(a) Disclosure in terms of Regulation 34(3) read with sub clause (1) of clause A (Related Party Disclosure) of Schedule V of SEBI -LODR:

- This requirement is not applicable to the Company.

(b) Disclosure in terms of Regulation 34(3) read with sub clause (2) of clause A (Related Party Disclosure) of Schedule Vof SEBI-LODR:

- This requirement is not applicable to the Company as it doesn''t have any Holding or Subsidiary Company.

(c) Disclosure in terms of Regulation 34(3) read with sub clause (2A) of clause A (Related Party Disclosure) of

Schedule Vof SEBI-LODR:

-Kindly refer to disclosure in AOC-2 at "Annexure-B"

annexed to this report.

17. Corporate Social Responsibility (CSR):

During the year under review, on the basis of recommendation by the CSR Committee and approval by the Board, in compliance with the provisions of Section 135 and Schedule VII of the Act, the CSR activities were carried out by the Company, directly, in accordance to requirements laid under the Companies (Corporate Social Responsibility Policy) Rules 2014, as amended. CSR is an integral part of Company''s culture and is being followed with emphasis on its implementation as required by the applicable laws. The annual report on CSR, brief outline on Company''s CSR policy and a brief note on CSR activities of the Company, CSR expenditures made during the year under review and other required details are set out in prescribed format in the report on CSR, which is annexed to this report as “Annexure-C”.

The CSR policy of the Company is available on the website of the Company, viz.

https://www.jenburkt.com/Other_Info/20152016/Policy%2

0on%20CSR.pdf.

18. Investors'' Education and Protection Fund (IEPF):

The Company has taken appropriate steps to intimate those shareholders who have not claimed their dividend for consecutive seven years, regarding the transfer of dividend and corresponding shares to IEPF, by way of writing individual letters (e-mail), information under notes to the notice convening AGMs and publishing newspaper notices, regarding their unclaimed dividend and corresponding shares that were liable to be transferred to IEPF account.

Necessary actions were taken by the Company for creating unpaid dividend accounts and uploading status of unpaid dividends, yearwise, with required details on its website, in pursuance to section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, from time to time. Further, steps were taken, as required under the said Act and Rules, for transferring the unclaimed dividend amount lying in the Company''s unclaimed dividend bank account pertaining to the interim and final dividend for the financial year 2015-16 to IEPF authority during the financial year 2023-24 along with the corresponding equity shares.

The shareholders are hereby informed that the dividend amount and equity shares transferred to IEPF can be claimed back by the shareholders from the IEPF authority by following procedure mentioned in the above said rules of IEPF. The Com pa ny Secreta ry is the nodal officer of the Compa ny.

The shareholders are requested to claim their dividend, from

the Company, if not encashed yet, from financial year 2016-17 onwards, to avoid hardship of claiming later from IEPF, along with corresponding shares, if any. Individual letters are already sent to the shareholders, in this regard and newspapers advertisement are also published, to alert those who have not yet claimed their past dividend(s) if any.

The shareholders are advised to take note that the details of the shareholders unclaimed dividend and shares transferred to IEPF are available on the website of the Company, viz. www.jenburkt.com. as well as uploaded on the website of IEPF viz. www.iepf.gov.in. Further, transfer of unclaimed dividend amount pertaining to financial year 2016-17 will take effect during financial year 2024-25.

19. Secretarial Standards:

The secretarial standard-1 on the meetings of Board of Director and its Committees, and the secretarial standard-2 on general meetings as formulated and issued by The Institute of Company Secretaries of India (ICSI), are followed and complied by your Company during the financial year 2023-24.

Majority of the provisions of the other secretarial standards, as formulated by ICSI and which are non-mandatory and are recommendatory in nature, were voluntarily complied with by the Company, during the financial year 2023-24.

20. Report on Corporate Governance:

Pursuant to the relevant provisions of the Act and SEBI-LODR, a detailed report on the Corporate Governance of the Company and the secretarial auditor''s certificate regarding Company''s compliances with Corporate Governance norms during financial year 2023-24 are attached to this Annual Report.

21. Policy on Vigil Mechanism:

A vigil mechanism of the Company has been established in pursuance of Section 177(9) of the Act and rules made thereunder and Regulation 22(1) of SEBI-LODR, by forming a whistle blower policy of the Company, inter alia providing adequate safeguard against any victimization of any employee and / or Director of the Company.

With a clear intent of zero tolerance towards unethical conduct or behavior within the Company, the Company has in place a policy on Vigil Machanism. Over the years, through its strong vigil mechanism, your Company is known for carrying on business with ethics, integrity and values.

The Employee/Director of the Company are free to d isclose or report any genuine concern, regarding wrongful misconduct (as defined in said policy), including reporting instances of leak of unpublished price sensitive information of the Company, as required under regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. No employee or Director of the

Company was denied access to the audit Committee. There was no reporting of any such event during the year. The Audit Committee review the functioning of vigil mechanism / whistle blower policy. The said whistle blower policy of the Company is uploaded on the website of the Company, viz. www.jenburkt.com. Policy on code of conduct is also uploaded on the said website www.jenburkt.com.

22. Cyber Security:

During the year under review, no cyber security related issue experienced by the Company. The Company, as an on-going process, is strengthening its cyber security infrastructure to safeguard itself from any security issues, in future.

23. Other Information:

A. A detailed information on conservation of energy and technology absorption, foreign exchange earnings and outgo is annexed as “Annexure-D”, to this report.

B. In pursuance of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, details of employees, are annexed herewith as “Annexure-E” to this report.

C. Risk management plan: Your Company has formulated a risk management plan and have constituted a risk management Committee. The risks are classified in different areas such as market, finance, operational, etc. These risks are reviewed regularly to mitigate the risk, if any.

D. In terms of Section 134(3) (l) of the Act-No Material changes or commitments have occurred, affecting the financial position of the Company, after 31^st March, 2024 till date.

24. General:

Disclosure or reporting is not required by the Company with respect to the following items as there were no transactions nor any reporting required on these items for the year under review:

A. The disclosure under Schedule V (A) (2) of SEBI-LODR relating to the accounts of holding Company and subsidiary Company is not applicable to the Company, since your Company does not have any holding or subsidiary or associate Company, nor it is a subsidiary or associate of any other Compa ny.

B. Details relating to deposits covered under ChapterV of the Act.

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

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

E. As certified by the RTA no shares are lying with them which are under demat suspense account or unclaimed suspense account, in terms of Schedule-V- (F) of the SEBI- LODR.

F. No application was made, nor any proceedings is pending against the Company under the Insolvency and Bankruptcy code, 2016, during the year.

25. Disclosure under sexual harassment of woman at workplace (prevention, prohibition and Redressal) Act, 2013:

In accordance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, your Company has framed a policy and also have constituted an internal complaints committee headed by a woman employee. No complaint, in this regard, was received by the Committee, during the year. The Annual Report under the said Act, for the year 2024 has been submitted to the District Officer, as required.

26 Significant and Material Order passed by the Regulators or Courts or Tribunals:

No significant or material orders were passed by the regu lators or courts or tribunals which may impact the going concern status and Company''s operations in future. However, details of pending legal matters are mentioned herein above.

27. Appreciation:

The Board appreciate the retiring senior directors'' hard work, dedication and attachment towards the Company throughout their long tenure. Please join us in celebrating their achievements and wishing them all the best in their well-deserved retirement.

The Board also congratulate the incoming directors on the Board.

The employees are the assets for the growth of the Company, your Directors acknowledge their untiring support and place on record their gratitude and convey sincere appreciations for the hard work and excellent commitment displayed by each of them, during the year under review. Your Director also thank all the Stakeholders, various Government Departments and Agencies for their co-operation and support throughout.

---

Mar 31, 2019

The directors, with pleasure, present their report on the business and operation of your Company (“the Company” or “Jenburkt”) along with the audited financial statements of the Company and auditors’ report thereon for the financial year ended on 31^st March, 2019.

1. Summary of Financial Performance: (Rs. in lac)

Particulars	Year ended 31st March 2019	Year ended 31st March 2018
Revenue from operations	12264.43	11467.43
Other income	340.97	339.40
Cost of sales	9942.06	9279.94
Profit before tax	2663.34	2526.89
Tax expenses	683.56	805.67
Profit after tax	1979.78	1721.22
Other comprehensive income	-27.29	-70.41
Total other comprehensive
income, net of tax	1952.49	1650.80
Earnings per share (EPS)
(Basic & Diluted in Rs.)	43.14	37.50
Reserves and Surplus	7287.61	5667.09

The above financial figures for the financial year ended 31^st March, 2018 and 2019 are in accordance to Indian Accounting Standards (IND-AS). Your Company has adopted IND-AS with effect from 1^st April, 2017.

The total revenue from the operations of the Company stood at Rs.12264.43 lac for the financial year 2018-19, as against Rs.11467.43 lac, recorded for the financial year 2017-18, registering a growth of 6.95%.

The profit before tax stood at Rs.2663.34 lac for the financial year 2018-19, as against Rs.2526.89 lac recorded for the previous financial year 2017-18, registering a growth of 5.4%. The profit after tax stood at Rs.1979.78 lac for the financial year 2018-19, as against Rs.1721.22 lac recorded for the financial year 2017-18, registering a growth of 15.02%. The EPS of the Company for the financial year 2018-19, stood at Rs.43.14 as compared to Rs.37.50 recorded for the financial year 2017-18.

2. Dividend and Reserves:

Your Directors are pleased to recommend, based on the Company''s financial performance for the year under review, a dividend of Rs.10.20 (102%) on 4589378 equity shares of Rs.10/- paid-up of the Company, subject to approval of the shareholders at the ensuing 34^thAnnual General Meeting (AGM).

The aggregate dividend for financial year 2018-19 amounting to '' 468.12 lac is equivalent to 23.64% of the net profit of the Company. The dividend distribution tax thereon amounts to Rs.95.26 lac. The aggregate amount of dividend and tax thereon is Rs.563.38 lac.

As on 31^st March, 2019, the reserves and surplus amount stood at Rs.7287.61 lac as compared to Rs.5667.09 lac as on 31^st March, 2018 a rise of 28.60%. No amount has been proposed to be transferred to reserves.

The aggregate dividend paid by your company for the financial year 2017-18 was Rs.9.00 (90%) per equity share of Rs.10/- each. Rs.3.00 (30%) per equity shares was declared and paid as interim dividend and Rs.6.00 (60%) per equity shares was declared and paid as the final dividend.

The register of members and share transfer books will remain closed from 24^th July, 2019 to 30^th July, 2019 for the purpose of dividend and 34^th AGM. The AGM is scheduled on Tuesday, 30^th July, 2019.

3. Management:

Shri Ashish U. Bhuta (DIN: 00226479), director of the Company is liable to retire on rotation basis at the ensuing 34^th Annual General Meeting (AGM) of the Company. Being eligible, he has offered his candidature for re-appointment. His proposed appointment by a resolution is subject to the members’ approval at the ensuing AGM.

At the 32^nd AGM of the Company held on 31^st July, 2017, Shri Ashish U. Bhuta was appointed as the Chairman and Managing Director of the Company for a period of three years from 1^st April, 2018 to 31^st March, 2021. His reappointment is subject to retirement by rotation.

Shri Dilip H. Bhuta (DIN: 03157252) was appointed as the Whole Time Director and CFO of the Company at the 33^rd AGM of the Company held on 31^st July, 2018 for a period of three years from 1^st April, 2019 to 31^st March, 2022. His reappointment is subject to retirement by rotation.

Independent Directors:

All the independent directors on the board of directors of the Company have confirmed and declared their independence from the management of the Company.

Kindly refer to report on Corporate Governance in this annual report, for a note on independent directors of the Company.

Number and date of Board Meetings:

Board of directors of the Company met four times during the year under review, on 29^th May, 2018, 31^st July, 2018, 30^th October, 2018 and 5^th February, 2019.

For further details in this regard, kindly refer report on Corporate Governance in this annual report.

Details of the committees of the board of directors of the Company with number of meetings held during the year, with dates, are as follows:

1. Audit Committee: This committee met four times during the year under review, on 29^th May, 2018, 31^st July, 2018, 30^th October, 2018 and 5^th February, 2019.

2. Stakeholders Relationship Committee: This committee met four times during the year under review, on 29^th May, 2018, 31^st July, 2018, 30^th October, 2018 and 5^th February, 2019.

3. Corporate Social Responsibility Committee: This committee met three times during the year under review, on 29^th May, 2018, 31^st July, 2018 and 5^th February, 2019.

4. Nomination and Remuneration Committee: This committee met four times during the year under review, on 29^th May, 2018, 31^st July, 2018, 30^,h October, 2018 and 5^th February, 2019.

For details about above committees, kindly refer to report on Corporate Governance in this annual report.

These committees recommend their decisions to the board and the directors at their subsequent board meeting consider the recommendation forwarded by the committees for taking appropriate decisions. All the recommendations of all the committees have been accepted for consideration by the board and none were rejected by them during the year.

Annual performances evaluation procedure:

In terms of section 134(3) (p) read with rule 8 (4) of companies (Accounts) Rules.2014, section 178(2), Schedule IV and other applicable provision of the Act and regulation 17(10) and 19(4) and other applicable regulation(s) of SEBI-LODR, annual evaluations of performance of board, it’s committees and individual directors were carried out based on set criteria.

The evaluation by the board was carried out, after seeking inputs from all directors at the board and committee meetings, observance of governance, quality of deliberation and effectiveness of the procedures adopted by the board. In evaluating the performance of individual directors, criteria such as qualifications, knowledge, attendance at the meetings and participation in long-term strategic planning, leadership qualities, responsibility shouldered, interpersonal relationship and analytical decision making ability were taken in to consideration. The board carried out performance evaluation of independent director without the participation of the director being evaluated. The performance of the committees were evaluated by the board, by seeking feedback/inputs on set criteria, from the members of the respective committees.

Salient features of Company’s policies on directors’ appointment and remuneration:

(a) For selection of directors and determining directors’ independence:

The policy contain guiding principles for the Nomination and Remuneration Committee for identifying directors with requisite qualification, experience and determine their independence of the management of the Company, in case of independent director.

The basic criteria which the Nomination and Remuneration Committee take in to account for selection of the person to be a director of the Company, contains, his education and professional background, his knowledge, experience and understanding about Company’s business and industry, in general, his personal and professional ethics, integrity and values and willingness to shoulder his duties, attendance at the board and committee meetings, perform his role with responsibility, analytical decision making ability, interpersonal relationship qualities and participation in long-term strategic planning, his adherence to the company’s policies and codes, provision of all acts, rules and regulations, as applicable, to act as the director on the board of the Company. In case of independent directors, his independence of the management of the Company, no conflict of interest in any transaction entered in to or to be entered in to by the Company with any person(s), firms, Companies, body corporates, whether directly or indirectly.

(b) For remuneration of directors, key managerial personnel and other employees:

The Nomination and Remuneration Committee of the Company propose the remuneration of all the directors, key managerial personnels and other employees of the Company including the sitting fees of the independent directors, to the board to take its decision on such proposal of remuneration. The remuneration packages are designed in such a manner that they are not only attractive but are competitive enough to retain the talent in the Company. This package basically include salary, perquisites, allowances, bonus and other benefits, etc., as applicable. Your company has also insured all its directors and officers, under D&O liability insurance, for indemnifying them from any liability that may occur while performing their role, duties, responsibilities etc. The premium towards the said policy is borne by the Company.

Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Act, in relation to the financial statements for the financial year 2018-19, your board of directors state that:

(a) in the preparation of the annual accounts, the Company has adopted and followed the Indian Accounting Standards (IND-AS), as applicable;

(b) the estimates and judgments relating to financial statements have been made on a prudent and reasonable basis in order to ensure that financial statements reflect, in a true and fair manner, the form and substance of the transactions and reasonably present the Company’s state of affairs and profit for the year;

(c) they 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) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls, which are adequate and operating effectively. The internal auditors have conducted periodic audits of the Company’s financials and

(f) the systems are in place to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Key Managerial Personnel

Shri Ashish U. Bhuta (DIN:00226479), Chairman and Managing Director, Shri Dilip H. Bhuta(DIN:03157252), Whole Time Director and CFO and Shri Ashish R. Shah, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnels, as on 31^st March, 2019, in accordance to the provisions of the Section 203(1) of the Act.

5. Statutory Auditors and Report:

M/s. D. R. Mehta & Associates, chartered accountants (Reg. No.:106207W), were appointed as the statutory auditors of the Company, for a consecutive period of five years, from the conclusion of the 32^nd AGM held on 31^st July, 2017 to the conclusion of the AGM to be held in the year 2022.

The auditors have confirmed their eligibility to act as auditors of the Company for the period from conclusion of the ensuing AGM till conclusion of 35^th AGM of the Company, for auditing the financial statements of the Company for the financial year 2019-20.

The auditors'' report as submitted by them for the financial year 2018-19 is with unmodified opinion i.e. does not contain any qualification, reservation or adverse remark.

6. Secretarial Auditors and Report:

M/s. Nilesh Shah & Associates (C.P. No.: 2631), practicing Company Secretaries, Mumbai, were appointed to carry out the secretarial audit of the Company. They have confirmed their eligibility to act as the secretarial auditors of the Company for the financial year 2019-20. Their secretarial audit report for the financial year 201819 is attached to this report in prescribed format No.: MR-3, as “Annexure-A”. Their annual secretarial compliance report under regulation 24A of SEBI-LODR was also received by the Company.

Company’s replies to the secretarial auditors’ observations:

(a) The delay in payment of listing fees to BSE Ltd. by nine days

- the delay was by oversight,

(b) delay in few cases of transfer of shares by Bigshare Services Pvt. Ltd., RTA beyond stipulated time limit

- the Company is in receipt of a confirmation letter from RTA stating that the delay in processing was due to sudden spurt in the volume of requests for transfers and dematerializations during the month of March, 2019, pursuant to SEBI’s notification of banning physical transfer of shares after 31^st March, 2019,

(c) delay in transferring of shares to IEPF

- since then the relevant shares were transferred to IEPF.

7. Cost Auditors:

Pursuant to the order of the Central Government, your company is required to maintain cost records under section 148(1) of the Act and Companies (Accounts) Rules, 2014 as amended. Accordingly the statement of cost accounts and records are made and maintained by the Company and the same are periodically audited by a practicing Cost Accountants.

The board of directors has appointed M/s. Jagdish R. Bhavsar, (membership No.:8000) Cost Accountants, Mumbai, as the auditors of the cost records of the Company, for the financial year 2019-20. Their remuneration as fixed by the board of directors of the Company is to be ratified by the members at the ensuing 34^th AGM of the Company.

Their cost audit report without any qualification or adverse remarks for the previous financial year has been submitted to Ministry of Corporate Affairs, as required.

8. Annual Return:

In pursuance to section 92(3) of the act, Company’s annual return, containing particulars, as they stood on the close of the financial year 2017-18, as duly submitted to the Ministry of Corporate Affairs is placed on the website of the Company, viz. www.jenburkt.com. The web link for the same is: http://www.jenburkt.com/Other_Info/ 20182019/Form_MGT_7_ Annual_Return_2017_18.pdf.

9. Particulars of loans, guarantees or investments made by the Company:

During the financial year 2018-19, no loan or guarantee was given to any person or body corporate directly or indirectly by the Company, nor were any investments made by the Company.

10. Particulars of related party transactions:

There was no materially significant related party transaction made by the Company, during the year, with its promoters, directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. None of the directors have any material pecuniary relationships or transactions vis-a-vis the Company. There was no related party transaction, during the financial year 2018-19 as covered under Section 188 of the Act and rules made thereunder.

The policy on related party transactions of the Company is uploaded on the Company''s website, viz. www.jenburkt.com at link: http://jenburkt.com/OtherInfo/20152017/ Policy%20on% 20RPT.pdf

In an existing transaction, your Company had made two agreements with M/s. Bhuta Holdings Private Ltd., the Promoter of the Company (holding shares of the Company in excess of 10%), at the arm’s length basis and in ordinary course of business during financial year 2014-15 having validity up to 31st March 2019. Pursuant to section 188 (1) of the Act, the same transaction have been disclosed and presented in the prescribed form No. AOC-2, by the Company and annexed to this report as “Annexure-B”, which forms part of this report.

Your company does not have any holding or subsidiary or associate Company, nor it is a subsidiary or associate of any other Company, hence, the disclosure under Schedule V(A)(2) of SEBI-LODR relating to the accounts of holding company and subsidiary company is not applicable to the Company.

11. Corporate Social Responsibility (CSR) initiative:

A brief note on CSR policy of the Company, CSR expenditures made and other details in that regard are set out in a report as annexed, in prescribed format under the Companies (Corporate Social Responsibility Policy) Rules 2014. The CSR policy of the Company is uploaded on the website of the Company, viz.www.jenburkt.com.

The said report is annexed as “Annexure-C” to this report.

12. Award, Recognition, Achievements:

(a) FE-CFO of the Year Award 2019:

Financial Express, India''s oldest and one of the trusted leading financial publication, recognized the company and its Chief Financial Officer, Shri Dilip H. Bhuta, for “FE-CFO of the year award 2019”. He received the award from Mr. Deepak Parekh, a leading financial luminary.

(b) Recognition for adoption of new technology:

Shri Ashish U. Bhuta, Chairman and Managing Director of the Company was invited by Zee Business, at their event, viz. “Dare to Dream Awards”, Mumbai edition to share the inspirational journey of your company, over a fire side chat. The audience, was fascinated by your company’s journey, values, work culture and how new technologies are adopted.

13. Investors'' Education and Protection Fund (IEPF):

Pursuant to IEPF''s Rules, as amended from time to time, your Company had taken steps for intimating those shareholders, who had not encashed their dividend for the period of seven consecutive years, ending at financial year 2016-17 and 2017-18, about their unclaimed dividend and corresponding shares that were liable to be transferred to IEPF account. After due date the unclaimed dividend amount and corresponding shares were transferred to IEPF. The amount that were lying in the bank account against unclaimed dividend, pertaining to financial year 2010-11, were transferred to IEPF authority during the financial year 2018-19 and transfer of corresponding shares to IEPF authority has also been completed.

The shareholder are hereby informed that the dividend amount and equity shares transferred to IEPF can be claimed back by the shareholders from the IEPF authority by following procedure mentioned in the above said notifications of IEPF. The shareholders are requested to claim their dividend, if not encashed yet, for the period from financial year 2011-12 onwards, to avoid hardship of claiming later from IEPF, along with corresponding shares, if any.

The details of the shareholders whose dividend and shares are transferred to IEPF is uploaded on the website of the Company, viz. www.jenburkt.com.

14. Secretarial Standards:

Your Company has complied with, during the financial year 2018-19, the secretarial standard-1 on meetings of board of director and it’s committees, and secretarial standard-2 on general meetings, issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

Your Company has also voluntarily complied with the majority of provisions of the Secretarial Standard-3 on dividend and secretarial standard-4 on boards’ report which are recommendatory in nature.

15. Report on Corporate Governance:

A detailed report on the Corporate Governance of the Company and the auditor’s certificate regarding Company’s compliances with Corporate Governance norms are attached to this annual report.

16. Green initiative- restriction on physical transfer of shares:

Securities and Exchange Board of India (SEBI) has vide its notification PR no.:51/2018 dated 03^rd December, 2018, restricted transfer of physical shares after 31^st March, 2019. Further, as a clarification SEBI has vide its PR No.12/2019 dated 27^th March, 2019, informed that there is no prohibition on holding of shares in physical format even after 1^st April, 2019, transfer of shares thereafter will be only in electronic mode (dematerialized shares).

The shareholders, thus are hereby informed that they can continue to hold equity shares of the Company in physical form, but need to dematerialize them in order to transfer them any time in future. In the interest of the shareholders, it will be prudent to get their shares dematerialized, at the earliest.

Shareholders are once again requested to provide their bank details, in the form enclosed, to receive all the dividends directly into their bank account, to overcome any hardship of depositing dividend warrant and possibilities of misuse or fraud in relation to the physical dividend warrants.

17. Vigil Mechanism

Pursuant to section 177(9) of the Act and rules made thereunder and Regulation 22(1) of SEBI-LODR your Company had established a vigil mechanism of the Company by forming a whistle blower policy of the Company, providing adequate safeguard against any victimization of any employee and / or director of the Company, for disclosure by them about genuine concern, regarding wrongful misconduct (as defined in said policy), including provisions to enable employees to report instances of leak of unpublished price sensitive information of the Company, as required under regulation 9A(6) of SEBI-LODR. There was no reporting of any such event during the year. No employee or director of the Company was denied access to the audit committee. The said whistle blower policy of the Company is uploaded on the website of the Company, viz. www.jenburkt.com.

18. Audit Committee

A detailed note on audit committee including its composition, role and number of meetings held etc. is included in the report on Corporate Governance, which is forming part of this annual report. All the recommendations made by the audit committee during the year, were accepted by the board.

19. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weaknesses in the operations were observed. For further details, kindly refer to a section “internal control and their adequacy” in the report of management discussion and analysis in this directors'' report.

20. Other Information:

a. A detailed information on conservation of energy and technology absorption, foreign exchange earnings and outgo is annexed as “Annexure-D”, to this report.

b. Risk management policy: Your Company has formulated a risk management plan and have constituted a risk management committee. The risks are classified in different areas such as market, finance, operational, etc. These risks are reviewed regularly to mitigate the risk, if any.

c. Employee''s details, pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are annexed herewith as “Annexure-E” to this report.

21. General:

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

a. Details relating to deposits covered under Chapter V of the Act.

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

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

d. No significant or material orders were passed by the regulators or courts or tribunals which may impact the going concern status and Company''s operations in future. However, two legal matters are pending at different courts, details of which are mentioned herein above.

e. Your company has complied with the provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. No complaint, in this regard, was received by the Committee.

f. As certified by the RTA, no shares are lying with them which are under demat suspense account or unclaimed suspense account, in terms of Schedule-V- Clause-F of the SEBI- LODR.

22. Cautionary Statement:

Statements in this report particularly that pertains to management discussion and analysis may contain certain statements that might be considered forward looking. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statement as unforeseen factors could influence the Company’s operations such as domestic or international government’s policies, political and economic developments, risks inherent to the Company’s growth and such other factors.

23. Appreciation:

Your directors thank the various Government Departments and Agencies and the Government of India for their cooperation. The directors also thank all the employees, vendors, super stockists, investors for their continuous support. The directors also appreciate the valuable support of the independent directors.

For and on behalf of the Board of Directors

Ashish U. Bhuta,

(DIN:00226479)

Chairman and Managing Director

Mumbai, 6^th June, 2019.

---

Mar 31, 2018

Directors’ Report

The Directors, with pleasure, present their report on the business and operation of your Company along with the audited financial statements of the Company and auditors’ report thereon for the financial year ended on 31^stMarch, 2018.

1. Summary of Financial Performance (figures in

accordance to IND-AS):

2. Dividend and Reserves:

Your Directors have declared an interim dividend @ Rs,3/per equity share of Rs,10/- each at the Board meeting held on 20th March, 2018. In addition, at the Board meeting held on 29th May, 2018, they have recommended a final dividend at the rate of Rs,6/- per equity shares of Rs,10/each, subject to approval of the Shareholders at the ensuing Annual General Meeting (AGM). The aggregate dividend would be Rs,9/- for the financial year 2017-18. The dividend for the financial year 2016-17 was Rs,8.10 per equity share of Rs,10/- each. The aggregate dividend for financial year 2017-18 of Rs,413.04 lac is equivalent to 24% of the net profit of the Company. The dividend and dividend distribution tax thereon amounts to Rs,497.14 lac, in total.

The reserves and surplus amount stood at Rs,5667.09 lac as on 31^stMarch, 2018, (post adjustment of Buyback payout) compared to Rs,4978.75 lac as on 31^stMarch, 2017, a rise of 13.83%.

The register of members and share transfer books will remain closed from 25^thJuly, 2018 to 31^stJuly, 2018 for the purpose of dividend and 33^rd AGM. The AGM is scheduled on Tuesday, 31^stJuly, 2018.

3. Management Discussion & Analysis Report:

a. Industry structure and development:

Indian pharmaceutical sector is estimated to account for 3.1 to 3.6 per cent of the global pharmaceutical industry in value terms and 10 per cent in volume terms. It is expected to grow to US$100 billion by 2025. The market is expected to grow to US$ 55 billion by 2020, thereby emerging as the sixth largest pharmaceutical market globally by absolute size. The sector is expected to generate 58,000 additional job opportunities by the year 2025.

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. Presently over 80 per cent of the antiretroviral drugs used globally to combat AIDS (Acquired Immune Deficiency Syndrome) are supplied by Indian pharmaceutical firms.

India is the largest provider of generic drugs globally with the Indian generics accounting for 20 per cent of

Pursuant to the notification No’s III(E) dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“IND-AS”) with effect from 1^stApril, 2017 as notified under the Companies (Indian Accounting Standards) Rules, 2015. Financial statements for the year ended at 31^stMarch, 2017 have been restated to conform toad-AS.

Your Company has recorded total net income from the operations for the financial year 2017-18, as Rs,11467.43 lac whereas the same was recorded as Rs,10330.60 lac, in the previous financial year 2016-17. Growth of 11%has been registered for the year ended on 31^stMarch, 2018.

For the financial year under review the profit before tax stood at Rs,2526.89 lac whereas the same was Rs, 2047.90 lac for the previous financial year 2016-17, a growth of 23.39%. For the financial year 2017-18 the profit after tax was registered at Rs,1721.22 lac as compared to the profit after tax for the financial year 2016-17 as Rs, 1350.77 lac, a growth of 27.43%. The earnings per share (EPS) of the Company for the financial year 2017-18, stood at Rs, 37.50 (on 4589378 shares) as compared to Rs, 29.05 (on 4649300 shares) registered for the financial year 2016-17.

Particulars	Year ended 31!tMarch 2018	Year ended 31!tMarch 2017
Revenue from operations	11467.43	10330.60
Other income	339.40	295.52
Cost of sales	9279.94	8578.23
Profit before tax	2526.89	2047.89
Tax expenses	805.67	697.13
Profit after tax	1721.22	1350.77
Other comprehensive income:
Items that will not be reclassified	-97.99	0
subsequently to profit or loss
Items that will be reclassified	27.57	21.10
subsequently to profit or loss
Total other comprehensive	1650.80	1371.87
income, net of tax
Earnings per share (EPS)	37.50	29.05
(Basic & Diluted in Rs,.)
Reserves and Surplus	5667.09	4978.75

global exports in terms of volume. Of late, consolidation has become an important characteristic of the Indian pharmaceutical market as the industry is highly fragmented.

India’s pharmaceutical exports stood at US$ 16.8 billion in 2016-17 and are expected to grow by 30 per cent over the next three years to reach US$ 20 billion by 2020, according to the Pharmaceuticals Export Promotion Council of India (PHARMEXCIL). Export of pharmaceutical items reached Rs, 696.84 billion (US$ 10.76 billion) during April 2017 -January 2018.

Indian companies received 304 Abbreviated New Drug Application (ANDA) approvals from the US Food and Drug Administration (USFDA) in 2017. The country accounts for around 30 per cent (by volume) and about 10 per cent (value) in the US$ 70-80 billion US generics market.

India''s biotechnology industry comprising biopharmaceuticals, bio-services, bio-agriculture, bio industry and bio-informatics is expected grow at an average growth rate of around 30 per cent a year and reach US$ 100 billion by 2025. Bophirima, comprising vaccines, therapeutics and diagnostics, is the largest sub-sector contributing nearly 62 per cent of the total revenues at Rs 12,600 core (US$ 1.89 billion).

The drugs and pharmaceuticals sector attracted cumulative FDI inflows worth US$ 15.59 billion between April 2000 and December 2017, according to data released by the Department of Industrial Policy and Promotion (DIPP).

Some of the recent developments in the Indian pharmaceutical sector are as follows:

- The exports of Indian pharmaceutical industry to the US will get a boost, as branded drugs worth US$ 55 billion will become off-patent during 2017-2019.

- Private equity and venture capital (PE-VC) investments in the pharmaceutical sector have grown at 38 per cent year-on-year between January-June 2017, due to major deals in this sector.

Government Initiatives

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

- In March 2018, the Drug Controller General of India (DCGI) announced its plans to start a single window facility to provide consents, approvals and other information. The move is aimed at giving a push to the Make in India initiative.

- The Government of India is planning to set up an electronic platform to regulate online pharmacies under a new policy, in order to stop any misuse due to easy availability.

- The Government of India unveiled ''Parma Vision 2020'' aimed at making India a global leader in end-to-end drug manufacture. Approval time for new facilities has been reduced to boost investments.

- The government introduced mechanisms such as the Drug Price Control Order under the National Pharmaceutical Pricing Authority to deal with the issue of availability of affordable medicines.

b. Business performance, opportunities and outlook:

Due to major events like banning of 344 Fixed Dose Combinations (FDC) and GST, the IPM (Indian Parma Market) slowed down during financial year 2017-18, however the last few months trend show that it has picked-up in current financial year. Despite the slowdown your company could maintain its growth during financial year 2017-18.

Going forward, IPM is likely to be shaped by following key trends:

- Government focus on healthcare spends is increasing: Better health public infrastructure in extra-urban market, increased market access and increased drug consumption.

- Stricter Regulatory control: Regulator is playing an active role in the market now through regular oversights and stricter guidelines.

- Shift in disease profile towards non-communicable Disease: ~57% of disease burden is estimated to be of non-communicable type by 2020 from ~30% in 1990.

- Increasing innovator launches in the market: Increasing number of innovator molecule launches and significant reduction in timeline between global launch and India launch.

Dermatology is the major growth contributor for your Company during the year, as endorsed by IQVIA.

Your Company has continued the good practices of:-

- Training and development of its field managers and medical representatives on a continuous basis.

- Participation in national, state and district level conferences of super s specialties like Or thopedicians, Neurologist, Pediatricians, Consulting Physicians and Dermatologists.

- Conducting CME (Continuing Medical Education) programmes of various specialties of doctors to build the relationship with the local doctors.

The Company has launched four new Dermatology products that gave a significant boost to the total sales and helped withstand the pressures of GST. Your company has again undertaken field force expansion by adding number of headquarters to further extend the doctors ‘reach.

The FDC ban still looms large on the industry and the company is rigorously working towards alternate business plans.

c. Risk, Concerns & Threats:

The pharmaceutical product prices in India are regulated by National Pharmaceuticals Pricing Authority (NPPA). The NPPAvide its standing orders declare the ceiling price of the formulations mentioned in NLEM (National List of Essentials Medicines), beyond which the companies are restrained to fix their products'' MRP. Department of Pharmaceuticals vide its Notification dated 10^thMarch 2017 has amended Schedule-I of DPCO, 2013 by substituting NLEM 2011 with NLEM 2015. As per this notification, few more products have been bought under price control, while few are removed. However, the Company’s products under price control contribute a very small amount to the total revenue.

1 NPPA had served a show cause notice to your Company alleging that a Company''s product was violating a NPPA''s standing order. However, after a Personal Hearing and detailed submission, NPPA passed a written order stating that your Company''s product did not violate the standing order. Subsequently, NPPA reviewed its own order, without having any power to review, issued show cause notices and demand notice to your Company. Your Company subsequently filed a writ petition against the demand of NPPA, at the Humble High Court of Bombay. The matter was settled in favor of your company. The NPPA after over a year filed a Special Leave Petition (SLP) (demanding Rs, 16.45 core) at the Humble Supreme Court, where the matter is pending, after being admitted for further arguments. DPCO, 1995, explicitly debars Plato review its own order, the very reason cited by Humble High Court of Bombay, while quashing the show cause notices and demand notice in their judgment dated 08^thAugust, 2013 and 26^th September, 2013. Your Company has been legally advised, that based on the facts and merits of the case, the demand raised by Nappies not likely to crystallize.

2. The Ministry of Health and Family Welfare, Government of India, vide its notification dated 10^thMarch, 2017, based on the recommendation of Kolkata Committee banned 344 Fixed Dose Combinations (FDCs) with immediate effect. Your Company''s seven products are affected by the said notifications which in terms of value and volume do not have substantial impact on the sales and profitability of the Company. Many Companies including your Company challenged the said notifications at the Humble High Court of Delhi. The Humble High Court, Delhi passed an order on 1^st December, 2017 quashing all the notifications of the Ministry. Subsequently, the Ministry filed a special leave petition at The Humble Supreme Court against the said Judgment of the Humble High Court, Delhi. The Humble Supreme Court provided it’s judgment on 15^th December, 2017, by setting aside the said judgment of Delhi High Court dated 1^st December, 2017. However, the Humble Supreme Court said that the court was not clear about the conclusion arrived at by Kolkata Committee for banning 344 5 FDCs. In order to analyses in greater depth the court felt that these cases should go to the Drug Technical Advisory Board (DTAB) and / or its sub-committee formed for the said purpose, for having relook into these matters. The Humble Supreme Court has given six (6) months to them for completing the whole procedure, as stated above. Consequent to above your Company is free to manufacture, market and distribute all the seven products, covered under banned FDCs, till further order of the Humble Supreme Court. The Management is of the opinion that even if the said notifications are upheld and coming in to effect, the same will not substantially impact the sales and profitability of the Company. Your Company shall represent itself, at the hearing to be conducted by the DTAB or its sub-committee, in near future.

3. The Indian Drug Manufacturer''s Association (IDMA) has appealed the Humble Prime Minister of India to not to disturb the branded generics market in India, in response to the Indian Medical Association''s circular stating use of only Generic names in the prescription to be written by the Physicians in India. All major Pharmaceutical Companies, including your Company, are also engaged in manufacturing of branded Fixed Dose Combinations (FDCs) across therapeutic segment. These products from reputed Company’s ensure quality as against plain generic drugs.

Any compulsion, in future, from the Government of India, with regard to mandating the physicians to prescribe only generic drugs and not the branded medicines will entail the patients to be at the mercy of chemist and they may be deprived of good quality products of reputed companies. Moreover, this will jeopardize the pharmaceutical industry as it will eliminate brand names, which may affect the industry adversely and may render many skilled workers unemployed.

IDMA has suggested to allow prescribing both branded and generic products together, leaving the choice to the patient to either buy generic drug or the branded quality products.

As of date, there is no clarity, in this regard, but the government''s push for making available cheap medicines through its Janaushadhi programme for the mass, could lead to such a step in future. Your Company is in the process of finding various options for such a situation.

4. The constant change in policies by the Government of India and its delays in product approvals have undesirable effect on the industry.

5. Any new policy or changes in existing policies, introduced by the government of those countries where the products of your Company are being exported or will be exported in future, could hamper the export turnover of the Company.

6. Any further increase in the number of FDC''s banned or in the number of National List of Essential Medicines (NLEM) drugs may hamper the sales and profitability of the Company.

d. Internal Control System:

Commitment of senior management of the Company towards maintaining and bringing in changes in the internal control system of the company, has helped in formulating various policies and codes, for various compliances, safeguarding of Company’s assets, prevention of fraud, risk management, etc.

In this regard, the Company has formulated inter-alia policy and codes on prevention of sexual harassment

at work place, code on prohibition of insider trading, code on business compliance (by directors and senior personnel) and risk management plan, etc.

As needed the Company follows maker and checker concept and it has standard operating procedure for various activities. Accounting of various financial activities is done by dedicated employees and monitored by accounts head. The Company''s books of accounts are maintained in ERP System. All transactions and movement of stocks are executed through and recorded in the said system. All statutory and other dues and payments are made within the stipulated time limit. All compliances are taken care by dedicated software to enhance the timely compliance process. It generates alerts for timely compliance with an escalation process. A robust internal audit system at the registered office and plant is in place. The internal auditors independently evaluate transactions and the activities carried out by the Company during the year, on quarterly basis. Internal auditors submit their report periodically. The CFO along with accounts head and head of other departments ensures rectification and initiates corrective steps based on their report.

With regard to raw material, packing material and finished goods at plant and other locations, strong systems through software(s) are setup to record and monitor each and every movement of such material. The internal auditors conduct stock audit at plant and verify fixed assets annually. In compliance with the Companies Act, 2013, the Company gets its cost data audited every year by independent practicing cost accountants and get its secretarial functions and records audited by an independent practicing company secretary. Compliance with all applicable laws are ensured at functional level.

Your Companies WHO approved plant and it''s quality assurance and quality control department, are equipped with latest laboratory equipment’s, instruments and technology to ensure the strict quality compliances of all its products, within the Company''s premises.

The Company has in place and a well-defined whistle blower policy / vigil mechanism a policy on internal financial control.

The audit committee of the Company carries out inter-alia, the functions specified under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Based on internal financial control policy frame work established and followed by the Company, the audit work performed by the Company’s internal auditors, statutory auditors, cost auditors and secretarial auditors and based on reviews of the management and the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective.

e Research and Development (R&D):

1. Some of the notable new formulations developed by your Company''s R&D team are (a) Tribe and Tribe B Spray, (b) Bergen and Bergen M Cream, (c) Powergesic Spray, (d) Powergesic Plus Spray, (e) Six Balm, (f) Latrobe Cream and Spray, (g) New Piritexyl Syrup.

2. Your company will continue to work towards formulating new and improving existing formulations for domestic and international markets for efficient and cost saving treatment of diseases.

3. Recently R&D department was visited by the Department of Scientific and Industrial Research, Government of India, New Delhi.

f. Human Resources:

The Company has seen progress and focus on various initiatives in Human Resources in the areas of talent management, capability building and employee engagement.

Towards the Company’s aim to make Jenburkt the best place to work with, continued efforts were made on development programme for the employees. Periodical development workshops were conducted, especially to strengthen and increase their business acumen, scientific knowledge, customer engagement, emotional intelligence, etc.

Workshops titled “AASPHOTAN” - covering topics like smart goals conceptual learning v/s practical, self-reflection, etc., were conducted for Quest teams.

All applicable laws relating to employment are complied with. To ensure safety to women at work places, the Company has a policy on POSH - i.e. prevention on sexual harassment at work place.

There was a good industrial harmony across organization.

g. International Business:

During the year your company has Registered two special products i.e. Fundus and Nervier-P in few African countries and with the help of these and few more regular registration of products in the African countries, your company is expecting significant rise in the revenue from exports to Africa.

Your company''s business in the international market is growing steadily, as some established markets are facing local political challenges which is affecting routine sales promotion, product stocking and ordering pattern.

Product registration is a very slow process in Francophone countries but we are expecting to get registration of new products during this financial year which will help good rise in export volume from Francophone countries. Product registration is in process for many products in existing markets as well.

In coming years, we are hopeful of entering into new markets globally and planning to launch new innovative products.

h. Segment-wise Performance:

Your Company operates exclusively in one segment

i.e. pharmaceutical formulations.

4. Buyback of Equity Shares:

In line with Company’s policy to reward the shareholders, the Board of directors approved a buyback of its equity shares and the shareholders provided their consent through postal ballot, during the year.

Total 2,08,330 equity shares of Rs,10/- each were offered to be bought back by tender routes atRs, 576/- for each equity share, aggregating to Rs,11,99,98,080/-. The offer was open from 6^th to 19^th December, 2017. Total 59,922 equity shares were offered by the existing shareholders and were accepted by the Company under the buyback and an amount of Rs,3,45,15,072 was paid on 27^thDecember, 2017 to those shareholders, who tendered their shares under the offer. All these 59,922 equity shares were extinguished, on 3^rd January, 2018. The paid-up share capital of the Company at the beginning of the financial year 2017-18 was 46,49,300 equity shares of Rs,10/- each, which was reduced to 45,89,378 equity shares of Rs,10/- each, as a result of the buy-back.

The promoters including members under promoters'' group did not participate in the buy-back offer.

In accordance to Section 69 of the Companies Act, 2013, the Company utilized its fund from reserves and surplus. A capital redemption reserve was created by an amount equivalent to the nominal value of equity shares bought back.

5. Directors and Key Managerial Personnel (KMP):

Shri Dilip H. Bhuta (DIN:03157252) director of the Company is liable to retire and his office is to be determined by retirement by rotation, at the ensuing 33rd Annual General Meeting (AGM). Being eligible, he has offered his candidature for re-appointment. His appointment is subject to the members approval at the ensuingAGM.

Shri Dilip H. Bhuta was appointed as the Whole Time Director and CFO and KMP of the Company, liable to retire by rotation, for a period of three years from 1^st April, 2015 to 31^st March, 2018. His re-appointment as the Whole Time Director and CFO and KMP, for a period of three years from 1^st April, 2019 to 31^st March, 2022 is proposed in the ensuing AGM of the Company. A brief profile of Shri Dilip H. Bhuta is produced in the explanatory statement the Notice foam.

The Nomination and Remuneration Committee vide their meeting held on 29^th May, 2018 recommended his reappointment as a director on the Board of the Company and as the Whole Time Director and CFO and KMP of the Company for a term of three years. The Board at its meeting held on 29^th May, 2018 approved his appointments, subject to members'' consent at the ensuing AGM.

Pursuant to section 149, 152 and schedule IV of the Companies Act, 2013, Shri Bharat V. Bhate (DIN:00112361), Shri Rameshchandra J. Vora (DIN:00112446) and Shri Arun R. Raskapurwala (DIN:00143983) were appointed as the independent directors on the Board of the Company for a period of five consecutive years from 30^th May, 2014 to 29^th May, 2019, Ms. Anjali S. Dalvi (DIN:03293810) was appointed as the independent director for the period from 24^th July, 2015 to 23^rd July, 2018 and subsequently till 23^rd July, 2023. They all have submitted a declaration stating that each of them meets the criteria of independence. There has been no change in circumstances which may affect their status as an independent director during the year. The Board relies on their self-declaration of independence.

Shri Bharat V. Bhate, Shri Rameshchandra J. Vora and Shri Arun R. Raskapurwala the independent directors on the Board of the Company who were appointed for a period of five years up to 29^th May, 2019 are proposed to be re-appointed, at the ensuing AGM, for their second term as the independent director of the Company for a further period of five years from 30^th May, 2019 to 29^thMay, 2024. No independent director is liable to retire by rotation.

During the year, none of the directors of the Company had any pecuniary relationship or transactions with the Company, other than the salary and sitting fees paid by the Company to them and the dividend earned by them on their shareholdings in the Company.

Shri Ashish U. Bhuta (DIN:00226479), Chairman and Managing Director, Shri Dilip H. Bhuta (DIN:03157252), Whole Time Director and CFO and Shri Ashish R. Shah, Company Secretary and Compliance Officer are the KMPs, as on 31^st March, 2018, in accordance to the provisions of the Section 203 of the Companies Act, 2013.

6. Statutory Auditors and Report:

M/s. D. R. Mehta & Associates, chartered accountants, were appointed as the statutory auditors of the Company, for a consecutive period of five years, from the conclusion of the 32^nd AGM held on 31^st July, 2017 to the conclusion of the AGM to be held in the year 2022.

The auditors have confirmed their eligibility to act as auditors of the Company for the period from conclusion of the ensuing AGM till conclusion of 34th AGM of the Company, for auditing the financial statements of the Company, for the financial year 2018-19.

The auditors'' report submitted by them for the financial year 2017-18 is unmodified i.e. does not contain any qualification, reservation or adverse remark.

7. Secretarial Auditors and Report:

The Board of directors has appointed M/s. Nilesh Shah & Associates (C.P. No.: 2631), practicing company secretaries, Mumbai, to carry out the secretarial audit of the Company for the financial year 2018-19. Their secretarial audit report for the financial year 2017-18 is attached to this report as “Annexure -A”.

8. Cost Auditors:

The Board of directors has appointed M/s. Jagdish R. Bhavsar, cost accountants, Mumbai, as the auditors of the cost records of the Company, for the financial year 2018

19. Their fee as fixed by the Board of directors of the Company is to be ratified by the members at the ensuing 33^rdAGM of the Company.

9. Directors ‘Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Board of directors state that:

(a) in the preparation of the annual accounts for the financial year 2017-18, the Company has adopted and followed the Indian Accounting Standards (IND-AS), as applicable;

(b) the estimates and judgments relating to financial statements have been made on a prudent and reasonable basis in order to ensure that financial statements reflect, in a true and fair manner, the form and substance of the transactions and reasonably present the Company’s state of affairs and profit for the year;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis; and

(e) they have laid down internal financial controls, which are adequate and operating effectively. The internal auditors have conducted periodic audits of the Company’s financials;

(f) the systems are in place to ensure compliance with the provisions of specifically applicable laws and such systems were adequate and operating effectively.

10. Extract of Annual Return:

As provided under Section 92 (3) of the Companies Act, 2013, the extract of annual return under MGT-9 is attached to this report as “Annexure - B”.

11 Number of meetings of the Board:

The Board of Directors met six times during the year. For further details in this regard, kindly refer report on corporate governance included in the annual report.

12. Company’s policy on selection of directors and their remuneration:

(a) Policy for selection of directors and determining directors ‘independence and

(b) Policy on remuneration of directors, KMP and other employees are annexed to this report as “Annexure -C” and “Annexure - D”, respectively.

13. Particulars of loans, guarantees or investments made by the Company:

During the financial year 2017-18, any loan or guarantee given to any person or body corporate directly or indirectly by the Company and the investments made by the Company is within the limits under Section 186 of the Companies Act, 2013.

14. Particulars of related party transactions:

There was no materially significant related party transaction made by the Company, during the year, with its promoters, directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. None of the directors have any material pecuniary relationships or transactions vis-a-vis the Company. There was no related party transaction, during the financial year 2017-18 as covered under Section 188 of the Companies Act, 2013 and rules made thereunder.

The policy on related party transactions as approved by the Board is uploaded on the Company''s website, viz. www.jenburkt.com at link: http://jenburkt.com/ Other Info/20152017/ Policy%20on% 20RPT.pdf

Particulars of transactions with related parties entered into by the Company, which are at the arm’s length basis and in ordinary course of business during financial year 2014-15, having validity up to 31^st March 2019, under section 188 (1) of Companies Act, 2013 is presented in the prescribed form No. AOC-2 and is annexed to this report as “Annexure-E”, which forms part of this report.

The Company does not have any holding or subsidiary or associate Company, hence, the disclosure under Schedule V(A)(2) of SEBI-LODR relating to the accounts of holding Company and subsidiary Company is not applicable to the Company.

15. Corporate Social Responsibility (CSR) initiative:

A brief note on CSR policy of the Company, action taken in that regard is set out as “Annexure-F” to this report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules 2014. The CSR policy of the Company is uploaded on the website of the Companyviz.www.jenburkt.com.

16. Annual Evaluation:

Pursuant to Schedule-IV and other applicable provisions of Companies Act, 2013, and the applicable provisions of SEBI - LODR the Independent directors at their third meeting, reviewed and carried out evaluation of the: (a) Chairman and Managing director by taking into account,

the views of executive and non-executive directors (b) Whole time director and CFO i.e. non-independent directors, and (c) the Board as whole, on criteria as laid down. They also assessed the quality, quantity and timeliness of flow of information between the Company management and Board that is necessary for the Board to effectively and reasonably perform their duties.

Pursuant to Section 134(3)(p) of Companies Act, 2013 the Board evaluated its own performance, performances of its committees and also the performances of all the individual directors based on criteria as provided by the guidance note on Board evaluation issued by SEBI on 5^th January, 2018. The nomination and remuneration committee, in terms of Section 178(2) carried out evaluation of performances of every director, based on its own criteria.

The performance of the committees was evaluated by the Board after seeking inputs form the committee members on the basis of set criteria.

In pursuance of applicable provisions of SEBI - LODR, the independent directors were evaluated individually by the directors on the Board, excluding the independent director being evaluated.

17. Transfer of equity shares to the Investors'' Education and Protection Fund (IEPF)

Pursuant to IEPF''s notification dated 5^th September, 2016 and 28^th February, 2017 (including amendments thereto), your Company had taken prudent steps by writing a letter dated 22^nd November, 2016, and by releasing advertisements, twice, in the required newspapers viz. Free Press Journal (English) and Nava Shakti (Marathi) both dated 24^th November, 2016 and 4^th May, 2017, intimating those Shareholders, who had not encased their dividend for the period of seven consecutive years, ending at financial year 2016-17, that their shares were liable to be transferred to IEPF account, and the procedure thereof. As required the Company had transferred 47131 equity shares (324 shareholders) to IEPF within the stipulated time limit. The dividend amount and equity shares transferred to IEPF can be claimed back by the shareholders from the IEPF authority by following procedure mentioned in the above said notifications of IEPF. All requisite forms/returns were filed by the Company within stipulated time limit, with IEPF, in this regard.

The details of the shareholders whose dividend and shares are transferred to IEPF is uploaded on the website of the Company, viz. www.jenburkt.com.

18. Other Information’s:

a. Conservation of energy and technology absorption, foreign exchange earnings and outgo:

The information on conservation of energy and technology absorption, foreign exchange earnings and outgo is annexed as “Annexure-G”, to this report.

b. Development and implementation of risk management policy:

The Company has formulated a risk management plan and have constituted a risk management committee. The risks are classified in different areas such as market, finance, operational, etc. These risks are reviewed regularly to mitigate the risk, if any.

c. Employee''s details, pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules 2014 are annexed herewith as “Annexure-H”.

19. Secretarial Standards:

Your Company complies with all secretarial standards.

20. Report on Corporate Governance:

A brief report on the corporate governance and the auditor’s certificate thereof is included separately in this annual report.

21. Green Initiative:

Securities and Exchange Board of India (SEBI) has vide its circular No. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April, 2018 mandated that all the shareholders, whose ledger folio do not have or having incomplete details with respect to their PAN and Bank particulars, must submit the same to the Registrar and Transfer Agent (RTA)other Company.

Your active co-operation is required in this regard and in order to be a part of the green initiative, to help in conserving trees for a greener India and to enable the Company to disseminate to you all the requisite documents and information electronically, i.e. through emails and make payments of dividend directly into your bank account, you are requested:-

a. To provide your PAN and bank details as required by SEBI. For crediting your dividend amount directly into your bank account through National Automated Clearing House (NACH), a separate form is attached for providing your bank details, kindly fill and sign the form and submit with RTA/Company (for shares held

in physical form) or with your depository participant (for shares held in demit form), as the case may be, along with requisite documents mentioned in the form, within stipulated time.

b. To register or update your e-mail address by filling in and signing the attached form and submit with RTA/Company (for shares held in physical form) or with your depository participant (for shares held in demit form), as the case may be, along with requisite documents mentioned in the form, within stipulated time.

Kindly note that it is mandatory for the Company to mention your bank details on the dividend payment instrument, in case where NACH details are not registered with the Company / RTA.

22. Vigil Mechanism

The vigil mechanism of the Company as required u/s 177(9) of the Companies Act, 2013 and a whistle blower policy of the Company, as required under SEBI - LODR, for sheltered disclosure by the directors / employees of the Company for genuine concern, is in place. There was no reporting of such events during the year. No employee was denied access to the audit committee. The said policy is uploaded on the website of the Company at www.jenburkt.com.

23. Audit Committee

A detailed note on audit committee including its role, its members, number of meetings held etc. is included in the corporate governance report, which is forming part of this annual report. All the recommendations made by the audit committee, during the year, were accepted by the Board.

24. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weaknesses in the operations were observed. For further details, kindly refer to internal financial control and their adequacy in the report of management discussion and analysis in the directors ‘report.

25. General:

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

a. Details relating to deposits covered under Chapter V of the Act.

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

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

d. No significant or material orders were passed by the regulators or courts or tribunals which may impact the going concern status and Company''s operations in future. However, legal matters with National Pharmaceutical Pricing Authority and Ministry of Health and Family Welfare, Government of India, are pending at the Humble Supreme Court. Details of which are mentioned herein above.

e. No case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed)Act, 2013.

f. No shares are lying, as informed by the RTA, with them which are under demit suspense account or unclaimed suspense account, in terms of Schedule-V-Clause-F of the SEBI- LODR.

26. Cautionary Statement:

Statements in this report particularly that pertains to management discussion and analysis may contain certain statements that might be considered forward looking. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statement as important factors could influence the Company’s operations such as government policies, local, political and economic development, risks inherent to the Company’s growth and such other factors.

27. Appreciation:

The directors thank all the employees, vendors, supers stockiest, investors for their continuous support. The directors also thank the various government departments, agencies and the Government of India for their cooperation. The directors also appreciate the valuable support of the independent directors.

For and on behalf of the Board of Directors

Ashish U. Bhuta,

(DIN:00226479)

Chairman and Managing Director

Mumbai, 29^th May, 2018.

---

Mar 31, 2017

The Directors, with pleasure, present the 32^nd Annual Report along with the Audited Financial Statement of the Company and Auditors'' Report thereon, for the Financial Year ended 31^st March, 2017.

1. Summary of Financial Performance: (Rs,inLacs)

Particulars	31st March 2017	31st March 2016
Net Income	10330.60	9358.50
Profit before Tax	2030.85	1682.30
Less: Tax Expenses	697.18	604.93
Add: Exceptional Items	12.78	0.54
Profit after Tax	1346.45	1077.90
Add: Balance in Profit & Loss Account	3219.32	2544.32
Sub-Total	4565.77	3622.22
Less: Appropriation:
Dividend on equity shares	376.59	334.75
Tax on dividend	76.67	68.15
Closing Balance	4112.51	3219.32

The total net income from the operations of the Company for the financial year 2016-17, stood at Rs.10330.60 lac, the same was registered in previous financial year 2015-16, at Rs.9358.50 lac, recording a growth of 10.39 %.

The profit before tax stood at Rs.2030.85 lacs for the Financial Year (F.Y.) 2016-17 compared to Rs.1682.30 lacs for the previous F.Y. 2015-16, recording a growth of 20.72 %. The profit after tax registered for F.Y. 2016-17 is of Rs. 1346.45 lacs as compared to Rs. 1077.90 lacs, for the previous F.Y. 2015-16, recording a growth of 24.91 %. The earnings per share of the Company, for the F.Y. under review, stood at Rs. 28.96 as compared to Rs. 23.18 registered for the F.Y. 2015-16.

2. Dividend and Reserves:

Your Directors are pleased to recommend, based on the Company''s performance, a dividend for the F.Y. 2016-17, of Rs. 8.10 (81%) per Rs.10/- paid-up equity shares of the Company, subject to approval of the Shareholders at the ensuing 32^nd Annual General Meeting (AGM).

The amount of dividend payable would stand at Rs. 376.59 lacs for the F.Y. 2016-17 the dividend distribution tax payable would be at Rs. 76.67 lacs. The aggregate cash outflow would be Rs. 453.26 lac for the year under review.

As on 31^st March, 2017, the reserves and surplus amount stood at Rs. 4900.39 lacs as compared to Rs. 3553.94 lacs as on 31^st March, 2016.

The Register of Members and Share Transfer Books will remain closed from 25^th July, 2017 to 31^st July, 2017 for the purpose of dividend and AGM. The 32^nd AGM is scheduled on Monday, 31^st July, 2017.

3. Management Discussion & Analysis Report:

a. Industry Structure and Development:

The Government of India has taken several initiatives in the areas of infrastructure, easing the process of doing business, opening the doors to FDI, targeting inflation for monetary policy, campaigns on smart cities, urban development, encouraging start-ups, skill development etc. The impact of most of these measures can be gauged over a period of time and may not get reflected in the economic numbers immediately as they must hence be interpreted more in terms of laying a foundation for future growth. Currently, Indian economy is at a steady growth trajectory, which is expected to take a fast track growth drive due to above, riding on strong macroeconomic fundamentals, favorable business sentiments and downward trend in interest rates.

The Government of India unveiled ''Pharma Vision 2020'' aimed 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 introduced mechanisms such as the Drug Price Control Order and the National Pharmaceutical Pricing Authority to deal with the issue of affordability and availability of medicines.

The Indian pharma industry, which is expected to outperform the global pharma industry, will emerge as the sixth largest pharmaceutical market globally by absolute size. Branded generics dominate the pharmaceuticals market, constituting nearly 80 per cent of the market share (in terms of revenues).

According to the Department of Pharmaceutical, Ministry of Chemical and Fertilizer, Government of India, the domestic Pharma market witnessed a slowdown in the ongoing financial year owing to the Government''s efforts to make medicines affordable. The impact of this can be seen in the industry''s financials as well. The Drugs & Pharmaceuticals industry reported poor sales performance for two consecutive quarters ended September 2016.

The industry''s operating expenses rose much faster than the growth in sales. As a result, the industry''s operating profit declined, the operating margin and the industry''s net profit margin contracted, during the staid quarter. During the decade ending 2015-16, India''s drug exports grew at a CAGR of 11.9 per cent.

This growth was backed by large number of drugs going off patent, rise in the number of drug approvals and access to new markets. However, the trend, it seems, in drug exports, reversed in the ongoing financial year. During April-November 2016, drug exports fell by one per cent. This is on account of tightening of regulatory mechanism by various countries, price erosion in the US market and economic crisis in the emerging markets.

b. Business Performance, Opportunities and Outlook:

The Indian pharmaceutical market size is expected to grow immensely by 2025, driven by increasing consumer spending, rapid urbanization, and raising healthcare insurance among others.

Going forward, better growth in domestic sales would also depend on the ability of companies to align their product portfolio towards chronic therapies for diseases such as cardiovascular, anti-diabetes, anti-depression and anti-cancers that are on the rise.

The Indian government has taken many steps to reduce costs and bring down healthcare expenses. Speedy introduction of generic drugs into the market has remained in focus and its effects are to be seen, in days to come. In addition, the thrust on rural health programmes, lifesaving drugs and preventive vaccines also augurs well for the pharmaceutical companies.

Demographic trends, rise in diagnosis and treatment of chronic conditions, ageing and growing population, improved access to healthcare and increasing per capita income are the factor that will drive the future demand of the pharmaceutical products in the world.

c. Risk, Concerns & Threats:

The pharmaceutical product prices in India are regulated by National Pharmaceuticals Pricing Authority (NPPA). The NPPA vide various notifications, declares the ceiling price of the formulations mentioned in NLEM (National List of Essentials Medicines), beyond which the companies are restrained to fix their products'' MRP. Department of Pharmaceuticals vide its Notification dated 10^th March 2016 has amended Schedule-I of DPCO, 2013 by substituting NLEM 2011 with NLEM, 2015. As per this notification, few more products have been bought under price control, while few are removed. However, the product in price control contributes a very small amount to the total revenue of your Company.

1. NPPA had served a show cause notice to your Company alleging that a Company''s product was violating a NPPA''s standing order. However after a Personal Hearing and detailed submission, NPPA passed a written order stating that your Company''s product did not violate the standing order. Subsequently, NPPA reviewed its own order, without having any power to review, and issued show cause notices and demand notice to your Company. Your Company subsequently filed a writ petition against the demand of NPPA, at the Hon''able High Court of Bombay. The matter was settled in favor of your company. The NPPA after over a year filed a Special Leave Petition (SLP) (demanding Rs. 16.45 crore) at the Hon''able Supreme Court, where the matter is pending, after being admitted for further arguments. DPCO, 1995, explicitly debars NPPA to review its own order, the very reason cited by Hon''able High Court of Bombay, while quashing the show cause notices and demand notice in their judgment dated 08^th August, 2013 and 26^th September, 2013. Your Company has been legally advised, that based on the facts and merits of the case, the demand raised by NPPA is not likely to crystallize.

2. The Ministry of Health and Family Welfare, Government of India, vide its notification dated 10^th March, 2016 banned 344 Fixed Dose Combinations (FDCs) with immediate effect. Many Companies including your Company have challenged the said notifications at the Hon''ble High Court of Delhi. Your Company''s seven products are affected by the said notifications which in terms of value and volume do not have substantial impact on the sales and profitability of the Company. The Hon''ble High Court, Delhi passed an order on 1^st December, 2016 quashing all the notifications of the Ministry. Subsequently, they filed a special leave petition at The Hon’ble Supreme Court against said the Judgment of the Hon''ble High Court, Delhi. The matter, at present is pending at Supreme Court. The Management is of the opinion that even if the said notifications are upheld and coming in to effect, the same will not substantially impact the sales and profitability of the Company.

3. The Indian Drug Manufacturer''s Association (IDMA) has appealed the honorable Prime Minister of India to not to disturb the branded generics market in India, in response to the Indian Medical Association''s circular stating use of only Generic names in the prescription to be written by the Physicians in India. All major Pharmaceutical Companies, including your Company, are also engaged in manufacturing of branded Fixed Dose Combinations (FDCs) across therapeutic segment. These products from reputed Company''s ensures quality as against plain generic drugs.

Any compulsion, in future, from the Government of India, with regard to mandating the physicians to prescribe only generic drugs and not the branded medicines will entail the patients to be at the mercy of chemist and thay may be deprived of good quality products of reputed Companies. Moreover, this will jeopardize the pharmaceutical industry as it will eliminate brand names, which may result in loss of revenue to the industry and rendering many skilled workers unemployed.

IDMA has suggested to allow prescribing both branded and generic products together, leaving the choice to the patient to either buy generic drug or the branded quality product.

As of date, there is no clarity, in this regard, but the government''s push for making available cheap medicines through its Janaushadhi programme for the mass, could lead to such a step in future. Your Company is in the process of finding various option for such a situation.

4. The constant change in policies by the Government of India and its delays in product approvals have undesirable effect on the industry.

5. Any further increase in the number of FDC''s banned or in the number of National List of Essential Medicines (NLEM) drugs may hamper the sales and profitability of the Company.

d. Internal Control System:

To maintain and improve the internal control system of the Company, its senior management is committed towards compliances, risk management, safeguarding of Company''s assets, prevention and detection of frauds, etc.

The Company has formulated various policies for its day to day operations, activity-wise, which inter-alia comprises of policy on prevention of Sexual Harassment at work place, code on Prohibition of Insider Trading (for all defined as “Insider”), code on Business Compliance (by Directors and Senior Personnel) and Risk Management Plan. As needed the Company follows maker / checker concept. Accounting of various financial activities is done by dedicated employees and monitored by accounts head. The Company''s books of accounts are maintained in ERP System. All transactions and movement of stocks are executed through and recorded in the said system. All statutory and other dues and payments are made within the stipulated time limit. All compliances are taken care by a dedicated software to enhance the timely compliance process. It generates alerts for timely compliance with an escalation process. A robust internal audit system at the registered office and plant is in place. The Internal Auditors independently evaluate transactions and the activities carried out by the Company during the year, on quarterly basis. Internal Auditors submit their report periodically. The CFO along with Accounts Head / Head of other departments ensure rectification and initiate corrective steps based on their report.

The Audit Committee of the Company carries out inter-alia, the functions specified under the Companies Act, 2013 and SEBI (LODR) Regulations 2015.

With regard to raw material, packing material and finished goods at plant and other locations, the strong systems through software are setup to record and monitor each and every movement of such material. The Internal Auditors conduct stock audit at Plant and verify fixed assets annually. In compliance with the Companies Act, 2013, the Company gets its cost data audited every year by an independent practicing Cost Accountants and get it''s secretarial functions and records audited by an independent practicing Company Secretary. Compliance with all applicable laws are ensured at functional level.

Your Company''s WHO approved plant and it''s Quality Assurance and Quality Control Department, are equipped with latest laboratory equipments, instruments and technology to ensure the strict quality compliances of all its products, within the Company''s premises. The Company has in place a well-defined Whistle Blower Policy / Vigil Mechanism.

e. Research and Development (R&D):

1. Some of the notable new formulations developed by your Company''s R&D team are as follows:

i) Senna tablets for international business.

ii) Vitamin-D chewable tablets and drops for international markets.

iii) Itraconazole 100 and 200 mg capsules for domestic market.

iv) Sugar free cough expectorants with a broncho dilater for adults and also for children (with sugar) for the domestic market.

2. Your company will continue to work towards formulating new and improving existing formulations for Domestic and International markets for efficient and cost saving treatment of diseases.

3. Recently R&D department was visited by the Department of Scientific and Industrial research New Delhi.

f. Human Resources:

In consonance with your company''s avowed H.R. Policy, the company has formed a strong talented management team at various levels of organization, whose strength will be utilized to achieve optimum growth.

Your co’s performance management system will drive employee''s performance and their development. Periodical development programmes were conducted for all employees in the Plant and Sales and Marketing force covering topics like “Seven Habits of Highly Effective People and Key Competencies” etc.

“Sandhan” series of workshop were conducted for Quest & Quest II Teams. Under this topics such as behavior change, happiness at work place, detoxifying work place, etc. were covered.

Industrial harmony was healthy during the year.

g. Sales and Marketing:

Your company periodically launches new products in India and in the International markets. Your company launched new dermatology products, during the year in India and intend to introduce more such products in future to set a strong foothold in skincare segment.

Your company believes in optimum coverage of potential target prescribers in order to increase the yield per doctor. In this regard, your company has again undertaken field force expansion by adding number of headquarters to further extend the doctors’ reach and thereby increase revenue generation. The initiative that your Company has taken to extend its penetration into extra-urban markets, i.e. Class 2 to 4 towns that have more demand for medicine, continues.

Your company participated in various national and state level doctor conferences of super specialties like Orthopedicians, Neurologists, Dermatologists and Consulting Physicians. This has benefited the company in enhancing its visibility and image and also of its brands.

Your company also conducts CMEs (Continuing Medical Education) on a regular basis to build relationship with the local doctors.

Your company has further strengthened its efforts to meet the training and development needs of its Field Managers and Medical Representatives so as to help them achieve the sales targets with better efficiency and effectiveness.

h. International Business:

Your company''s business in the International Market is growing steadily, as some established markets are facing local political challenges which is affecting routine sales promotion, product stocking and ordering pattern. During the year your company has launched operations in three new Francophone countries in West Africa namely Cameroon, Guinea and Chad. Product registration is a very slow process in these countries. Product registration is in process for many products in existing markets as well. In coming years, we are hopeful of entering into new markets and launch new products.

i. Segment-wise Performance:

Jenburkt operates exclusively in one segment i.e. pharmaceutical formulations.

4. Directors and Key Managerial Personnel (KMP):

Shri Ashish U. Bhuta (DIN:00226479) existing Chairman and Managing Director and KMP of the Company was appointed as the Chairman and Managing Director and KMP of the Company, liable to retire by rotation, for a period of three years from 1^st April, 2015 to 31^st March, 2018. He is liable to retire and his office is to be determined by retirement by rotation, as the ensuing AGM. Being eligible, he has offered his candidature for re-appointment. His appointment is subject to the Members approval at the ensuing 32^ndAGM.

Further his re-appointment as the Chairman and Managing Director and KMP, for a period of three years from 1^st April, 2018 to 31^st March, 2021 is also proposed in the ensuing 32^nd AGM of the Company. A brief profile of Shri Ashish U. Bhuta is produced in the explanatory statement to the Notice of 32^nd AGM.

The Nomination and Remuneration Committee by their meeting held on 30^th May, 2017 recommended his appointment, as the Chairman and Managing Director and KMP of the Company for a term of three years. The Board at its meeting held on 30^th May, 2017 approved his appointment, subject to Members'' consent at the ensuing AGM and the Central Governments’ approval.

Ms. Anjali S. Dalvi''s (DIN: 03293810), re-appointment for the second term, as the Independent Director on the Board of the Company is also proposed at the ensuing 32^nd AGM of the Company. Her re-appointment is for a period of five years from 24^th July, 2018 to 23^rd July, 2023. She was appointed as an Independent Director of the Company, by Members'' consent, for a period of three years from 24^th July, 2015 to 23^rd July, 2018.

The Nomination and Remuneration Committee by their meeting held on 30^th May, 2017 recommended her appointment, as the Independent Director of the Company for the second term of five years. The Board at it''s meeting held on 30^th May, 2017 approved her appointment, subject to Members'' consent at the ensuing AGM.

Ms. Anjali S. Dalvi has submitted her declaration at the Board of Directors meeting held on 30^th May, 2017, confirming her meeting with the criteria of independence. A brief profile of Ms. Anjali S. Dalvi is produced in the explanatory statement to the Notice of 32^nd AGM.

Pursuant to section 149, 152 and schedule IV of the Companies Act, 2013 Shri Bharat V. Bhate (DIN:00112361), Shri Rameshchandra J. Vora (DIN:00112446) and Shri Arun R. Raskapurwala (DIN:00143983) were appointed as the Independent Director on 30^th May, 2014, for a term of five years each. They all have submitted a declaration stating that each of them meets the criteria of Independence. No changes occurred which may affect their status as an independent director during the year. The Board relies on their declaration of independence.

During the year, the non-executive and independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees.

Shri Ashish U. Bhuta, Chairman and Managing Director, Shri Dilip H. Bhuta Whole Time Director and CFO and Shri Ashish R. Shah, Company Secretary are the Key

Managerial Personnel of the Company, as on 31^st March, 2017, in accordance to the provisions of the Section 203 of the Companies Act, 2013.

5. Statutory Auditors and Report:

In terms of section 139 of the Act and rules framed there under, the existing Auditors at the time of commencement of the Act i.e. on 1^st April, 2014, who have completed one term of five years or more as the Auditors in a Company were granted transition period of three more years i.e. up to conclusion of AGM for the Financial Year ended on 31^st March, 2017. Therefore M/s. D. L. Arora & Co., Chartered Accountant retires as the Auditors of the Company from conclusion of the 32^nd AGM.

The Board of Directors recommended the appointment of new Auditors viz. M/s. D. R. Mehta & Associates, Chartered Accountants of Mumbai, having firm registration number as 106207W, for the period of five consecutive years from conclusion of the ensuing 32^nd AGM till the conclusion of 37^th AGM of the Company, subject to ratification by Members at every AGM. They have provided, in writing, their consent to such an appointment, confirmed their eligibility, and that their appointment, if made, would be within the prescribed limit under the Companies Act, 2013 and that they are not disqualified from such an appointment.

Members are requested to refer to the Item Number 4 of the Notice convening 32^nd AGM and the explanatory statement there under regarding their appointment.

The Auditors'' Report for the financial year 2016-17, does not contain any qualification, reservation or adverse remark.

We would like to put on record appreciation for the long service put on and able guidance provided over the years, to the Company, by Shri Dilip L. Arora, proprietor of M/s. D. L. Arora & Co., Chartered Accountants, who are retiring as the auditors of the Company at the conclusion of the ensuing AGM of the Company.

6. Secretarial Auditors and Report:

The Board of Directors has appointed M/s. Nilesh Shah & Associates, Practicing Company Secretary, Mumbai, to carry out the Secretarial Audit of the Company for the financial year 2016-17. Their Secretarial Audit Report for the Financial Year 2016-17 is attached to this report as “Annexure A”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

7. Cost Auditors and Report:

The Board of Directors has re-appointed M/s. Jagdish R. Bhavsar, Cost Accountants, Mumbai, as the Auditors of the cost records of the Company, for the financial year 2016-17. Their fees as fixed by the Board of Directors of the Company is to be ratified by the Members at the ensuing 32^nd AGM of the Company. Members are requested to refer to the item no. 7, in the Notice convening the ensuing AGM along with the explanatory statement for the ratification of their remuneration. The Cost Audit Report fot the F.Y. 2016-17 does not contain any qualification, reservation or adverse remark.

8. Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Board of Directors state that:

a. in the preparation of the annual accounts for the Financial Year 2016-17, the applicable accounting standards have been followed;

b. the estimates and judgments relating to financial statements have been made on a prudent and reasonable basis in order to ensure that financial statements reflect, in a true and fair manner, the form and substance of the transactions and reasonably present the Company''s state of affair and profit for the year;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e. they have laid down internal financial controls, which are adequate and operating effectively. The internal auditors have conducted periodic audits of the Company''s financials;

f. the systems are in place to ensure compliance with the provisions of specifically applicable laws and such systems were adequate and operating effectively.

9. Extract of Annual Return:

As provided under Section 92 (3) of the Act, the extract of Annual Return under Form MGT-9 is attached to this report as “Annexure-B”.

10. Number of Meetings of the Board:

The Board of Directors met four times during the year. For further details in this regard, kindly refer to report on Corporate Governance included in the Annual Report.

11. Company''s Policy on Directors / KMP''s appointment and remuneration:

a. Policy for selection of directors and determining directors'' independence and

b. Policy on remuneration of Directors, KMP and Senior Managerial Personnel.

The same are annexed to this report as “Annexure-C” and “Annexure-D”, respectively.

12. Particulars of Loans, Guarantees or Investments made by the Company:

During the financial year 2016-17, no loan or guarantee was given to any person or body corporate directly or indirectly, by the Company and the investment made by the Company are within the limits under section 186 of the Companies Act, 2013.

13. Particulars of Related Party Transactions u/s 188 of the Companies Act, 2013:

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.jenburkt.com at link: http://jenburkt.com/ Other_Info/20152016/Policy%20on%20RPT .pdf

There was no materially significant related party transaction made by the Company, during the year, with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the directors have any material pecuniary relationships or transactions vis-a-vis the Company. There is no related party transaction, during the financial year 2016-17 as covered under Section 188 of the Companies Act, 2013 and rules made there under. Particulars of transactions with Related Parties entered into by the Company, which are at the arm length basis and in ordinary course of business during financial year 2014-15, having validity up to 31^st March 2019, under section 188 (1) of Companies Act, 2013 is presented in the prescribed form No. AOC-2 and is annexed to this report as “Annexure-E”, which forms part of this report.

With reference to Schedule V(A) of SEBI (LODR)) Regulations 2015, regarding the disclosure about Company''s “Related Party Transactions” during financial year 2016-17 in compliance with the Accounting Standard on “Related Party Disclosures”:-

The Company does not have any holding or subsidiary or associate Company, hence, this disclosure is not applicable to the company.

14. Corporate Social Responsibility (CSR) initiative:

A brief note on CSR policy of the Company, action taken in that regard is set out as “Annexure-F” to this report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules 2014. The CSR Policy of the Company is uploaded on the website of the Company at www.jenburkt.com.

15. Annual Evaluation:

Pursuant to Schedule-IV and other applicable provisions of Companies Act, 2013, and the applicable provisions of SEBI (LODR) the Independent directors at their third meeting, reviewed/ carried out evaluation of the: (a) Chairman and Managing Director by taking into account, the views of executive and non-executive directors (b) Whole Time Director and Chief Financial Officer i.e. no independent directors, and (c) the Board as whole, on criteria as laid down. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and Board that is necessary for the Board to effectively and reasonably perform their duties.

Pursuant to Section 134(3)(p) of Companies Act, 2013 the Board evaluated its own performance, performances of its committees and also the performances of all the individual directors based on criteria as provided by the Guidance Note on Board Evaluation issued by SEBI on 5^th January, 2017. The Nomination and Remuneration Committee, in terms of Section 178(2) carried out evaluation of performances of every directors, based on its own criteria.

The performance of the committees was evaluated by the board after seeking inputs form the committee members on the basis of set criteria.

In pursuance of applicable provisions of SEBI (LODR), Regulations, 2015, the independent directors were evaluated individually by the directors on the Board, excluding the independent director being evaluated.

16. Other Information’s:

a. Conservation of Energy and Technology Absorption, foreign exchange earnings and outgo:

The information on conservation of energy and technology absorption, foreign exchange earnings and outgo is annexed as “Annexure-G”, to this report.

b. Development and implementation of Risk Management Policy:

The Company has formulated a Risk Management Plan and have constituted a Risk Management Committee. The risks are classified in different areas such as market, finance, operational risks, etc. These risks are reviewed regularly to mitigate the same.

c. Employee''s details, pursuant to Section 197(12) Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as “Annexure-H”.

17. Report on Corporate Governance:

A brief report on the Corporate Governance and the Secretarial Auditor''s certificate thereof is included separately in this Annual Report.

18. Green Initiative:

Your Directors support the green initiative measures taken by the Ministry of Corporate Affairs and Securities and Exchange Board of India in order to be a part of the green initiative and to help in conserving trees for a greener India. With the active co-operation of all the shareholders, your Company shall be able to disseminate to you all the requisite documents and information electronically, i.e. through e-mails and make payments of dividend directly into your Bank Account. Members are requested in this regard to:-

a. Register their e-mail address by filling in and signing the form attached at the end of this report and submit with RTA/Company (for shares held in Physical form) or with your depository participant (for shares held in demat form), as the case may be and

b. To provide / update your bank details, for crediting dividend amount directly into your bank account through National Automated Clearing House (NACH), a separate form is attached in this regard, to be filled in and duly signed, to be sent to the RTA / Company.

Kindly note that it is mandatory for the Company to mention your bank details on the dividend warrant / cheque, in case where NACH details are not registered with the Company / RTA.

19. Vigil Mechanism:

The Vigil Mechanism of the Company as required u/s 177 of the Companies Act, 2013 and a Whistle Blower Policy of the Company, as required under SEBI (LODR) Regulations, 2015, for sheltered disclosure by the Directors / Employees of the Company for genuine concern, is in place. There was no reporting of such events during the year. No personnel was denied access to the Audit Committee. A Policy of the Company in this regard is uploaded on the website of the Company at www.jenburkt.com.

20. Audit Committee:

The Audit Committee of the Company under the Chairmanship of Shri Bharat V. Bhate, an Independent Director, includes three Independent Directors out of total four directors as the members of the Committee. The Members are Shri Bharat V. Bhate, Shri Rameshchandra J. Vora, Shri Arun R. Raskapurwala. Shri Dilip H. Bhuta (executive director). All the recommendations made by the Audit Committee were accepted by the Board. A detailed note on Audit Committee is included in the Corporate Governance Report, which is forming part of this Annual Report.

21. Internal Financial Control:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weaknesses in the operations were observed. For further details, kindly refer to internal financial control and their adequacy in the Management Discussion and Analysis Report, in the Directors'' Report.

22. General:

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

1. Details relating to deposits covered under Chapter V of the Act.

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

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

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and Company''s operations in future. However, legal matters with National Pharmaceutical Pricing Authority and Ministry of Health and Family Welfare, Government of India, are pending, at Hon’ble Supreme Court. Details of which are mentioned herein above.

5. No case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

6. No shares are lying, as informed by the RTA, with them which are under demat suspense account or unclaimed suspense account, in terms of Schedule-V- Clause-F of the SEBI (“LODR”) Regulations, 2015.

7. The Investors'' Education and Protection Fund (IEPF) of the Central Government came out with series of notifications and circulars, during the year inter-alia, laying down procedure to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, in accordance to Section 124(6) of the Companies Act, 2013. You are requested to refer to ‘Notes’ under the Notice convening the ensuing AGM.

23. Cautionary Statement:

Statements in this report, particularly that pertains to Management Discussion and Analysis may contain certain statements that might be considered forward looking. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statement as important factors could influence the Company''s operations such as Government Policies, local, political and economic development, risks inherent to the Company''s growth and such other factors.

24. Appreciation:

The efficient support system provided by each of the Jenburkt family members is the biggest source of sustained satisfactory business performance of the Company, during the year under review. Your Directors place on record sincere support of the shareholders, customers, suppliers and other stakeholders. The Board also put on record the whole hearted efforts of all the Independent Directors.

For and on behalf of the Board

For Jenburkt Pharmaceuticals Ltd.

Ashish U. Bhuta

(DIN:00226479)

Chairman and Managing Director

Mumbai, 30^th May, 2017.

---

Mar 31, 2016

Directors’ Report

With immense pleasure, your Directors present the 31^st Annual Report along with the Audited Financial Statements of the Company, for the Financial Year ended 31^st March, 2016.

1. Summary of Financial Performance:

Rs, in Lacs)

PARTICULARS	31-3-2016	31-3-2015
Net Income	9358.50	8521.04
Profit before Tax	1682.83	1434.00
Less: Tax Expenses	604.93	469.08
Profit after Tax	1077.90	964.92
Add: Balance in Profit & Loss Account	2544.32	1931.11
Net of excess/ short provision written back	0.00	8.98
Sub-total	3622.22	2905.01
Less: Appropriation:
Dividend on equity shares	334.75	292.91
Tax on dividend	68.15	59.63
Others	0.00	8.15
P&L Surplus	3219.32	2544.32

From the operations, your Company has registered a total net income of Rs. 9358.50 lac for the Financial Year 2015-16, as compared to Rs. 8521.04 lac registered in the previous Financial Year 2014-15, a rise of 9.83 %.

Your Company achieved a profit of Rs.1682.83 lac before tax for the Financial Year under review as compared to Rs. 1434.00 lac for previous Financial Year 2014-15, a rise of 17.35%. Also, it registered a profit of Rs.1077.90 lac after tax for the Financial Year under review as compared to Rs. 964.92 lac, for the previous Financial Year 2014-15, a rise of 11.70%. The earnings per share of the Company, for the Financial Year under review, stood at Rs.23.18 as compared to Rs.20.75 registered for the Financial Year 2014-15.

2. Dividend and Reserves:

At its meeting dated 10^th March, 2016, your Directors have declared an interim dividend at the rate of Rs.6.30 (63%). In addition, at its meeting held on 30th May, 2016, they have recommended a final dividend at the rate of Rs.0.90 (9%) per Rs.10/- paid up equity shares of the Company, subject to approval of the Shareholders at the ensuing Annual General Meeting.

The total of interim dividend already paid (Rs.6.30) and the recommended final dividend (Rs.0.90) for the Financial Year 2015-16 is Rs.7.20 (72%) per equity share of Rs.10/- each, which amounts to Rs.334.75 lac. This is equivalent to 31.06% of the net profit of the Company for the Financial Year 2015-16. The total of the dividend and dividend distribution tax thereon amounts to Rs.402.90 lac.

The amount of dividend appropriated stands at Rs.334.75 lac for the Financial Year 2015-16 as against Rs.292.90 lac for Financial Year 2014-15.

The Reserves and Surplus amount stood at Rs.3553.94 lac as on 31^st March, 2016 as compared to Rs. 2878.94 lac as on 31^st March, 2015.

The Register of Members and Transfer Books will remain closed from 21^st July, 2016 to 27^th July, 2016 for the purpose of dividend and for the Annual General Meeting. The Annual General Meeting is scheduled for 27^th July, 2016.

3. Management Discussion & Analysis Report:

a. Industry Structure and Development:

India enjoys an important position in the global pharmaceutical market. With a large pool of scientists and other professionals, the only way forward is to achieve new heights. Various reports which are in public domain, suggest that the Indian pharma industry is estimated to grow at a greater speed over the next five years and that it will outperform the global pharma industry with a good margin. Indian Companies rank the highest in manufacturing facilities registered with US FDA, compared to other countries.

Spending on medicines globally is expected to grow substantially in the next five years as compared to its absolute growth in the past five years. This growth will mainly come from emerging countries, while the growth from developed countries is expected to be comparatively less. Significant efforts through various schemes are made by these emerging countries to cover more people with health insurance and basic medical services, while millions still have limited access to healthcare facilities. At present, the average spending per person on healthcare is USD 609 in developed counties whereas the same is a meager USD 91 in emerging countries like ours. This indicates huge deficiencies of healthcare facilities to the masses and on other side provides huge opportunities to the pharma industry in India.

The Government of India’s “Pharma Vision 2020” is aimed at making India a global leader in end to end drug manufacturing. Affordability and availability of medicines to masses is also aimed at.

Some of the major steps initiated by the Government of India to promote the pharma sector in India are to incentivize bulk drug manufactures, to reduce dependencies on import of API through its “Make in India” plan, to provide resolution of issues and constraints faced by the pharma industry in India, to support start-ups in R&D in pharmaceutical and biotech industries and to allow FDI up to 100% for manufacturing of medical devices.

Your Company appreciates the vision of the Government of India to enable the Indian Pharma Industry to play a leading role in the global market and to ensure abundant availability, at a reasonable price within the country, with good quality pharmaceuticals for mass consumption.

b. Business Performance, Opportunities and Outlook:

The Indian Pharma Companies are expected to achieve robust growth, driven by consumer spending, rapid urbanization and rising healthcare awareness. Better growth in domestic sales would depend on the ability of companies to allign their product portfolio towards chronic therapies for critical diseases. Schemes like “Jan-Aushadh” and rural healthcare performances are in the focus of the Government of India and are expected to benefit the public at large and also the pharma companies. Invention and new technologies to treat life threatening diseases can be an engine to the robust growth expectation of the Indian Pharmaceutical Sector.

c. Risk, Concerns & Threats:

The pharmaceutical product prices in India are regulated by the National Pharmaceuticals Pricing Authority (NPPA). The NPPA, vide various notifications, declares the ceiling price of the formulations mentioned in the NLEM (National List of Essential Medicines), beyond which the companies are restrained to fix the MRP of their products. The Department of Pharmaceuticals, vide its Notification dated March 10, 2016 has amended Schedule-I of DPCO, 2013 by substituting NLEM 2011 with NLEM 2015. As per this notification, few more products have been brought under price control, while few have been removed. However, the products in price control contribute a very small amount to the total revenue of your Company.

The NPPA had served a show cause notice to your Company alleging that the pricing of a product of the Company was violating the NPPA’s standing order. However, after a personal hearing and detailed submission, the NPPA passed a written order stating that your Company’s product had not violated the standing order. Subsequently, without having any power to review, the NPPA reviewed its own order, and issued Show Cause Notices and a Demand Notice to your Company. Your Company subsequently filed a writ petition against the demand of NPPA, at the Hon’able High Court of Bombay. The matter was settled in favor of your Company. After over a year, the NPPA filed a Special Leave Petition (SLP) demanding Rs. 16.45 crore at the Hon’able Supreme Court, where the matter is pending after being admitted for further arguments. DPCO, 1995, explicitly debars the NPPA to review its own order, the very reason cited by the Hon’able High Court of Bombay, while quashing the Show Cause Notices and the Demand Notice in their judgment dated 08^th August, 2013 and 26^th September, 2013. Your Company has been legally advised, that based on the facts and merits of the case, the demand raised by the NPPA is not likely to crystallize.

The Ministry of Health and Family Welfare, Government of India, vide its notification dated 10^th March, 2016 banned 344 Fixed Dose Combinations (FDCs) with immediate effect. Many Companies including your Company have challenged the said notifications at the Hon’ble High Court of Delhi. The Hon’ble Court has stayed the enforcement of the said notifications and the matter now is sub-judice. Seven products of your Company are affected by the said notifications. The Management is of the opinion that if the said notifications are upheld and come into effect, they will not substantially impact the sales and profitability of the Company.

The constant change in policies by the Government of India and its delays in product approvals have an undesirable effect on the industry.

Any further increase in the number of FDCs banned or in the number of drugs on the National List of Essential Medicines (NLEM) may hamper the profitability of the Company.

d. Internal Control System:

The Senior Management of the Company is committed to maintain and improve the internal control system of the Company which comprises of compliances, risk management, etc.

The Company has formulated various standard operating procedures and policies. Day to day operations are identified and systematically broken down in accordance with the individual activities involved. Adequate Financial Control System comprising of various activities, from recording of transactions to auditing and various informative systems, preparation of financial statements, etc. are directly monitored by the Chief Financial Officer. All statutory and other dues and payments are made within the stipulated time limit. All compliances are taken care of by dedicated software, to enhance the timely compliance process. A robust internal audit system at the registered office, plant and other locations is in place with dedicated employees.

With regard to raw material, packing material and finished goods at the plant and other locations, strong systems are set up through software, to record and monitor each and every movement of such material.

Your Company’s WHO approval plant and Quality Assurance and Quality Control Department, are equipped with the latest laboratory equipments, instruments and technology, to ensure strict quality compliances of all its products within the Company’s premises.

e. Research and Development:

Various products, including Fixed Dose Combination products are being developed by your Company, for the Indian and International market at its R&D unit at Sihor. The Government of India renewed the Research and Development Unit status of your

Company’s R&D Centre, up to 31^st March, 2018.

f. Human Resources:

In our journey towards excellence, we are driven by certain core values - Quality, Stability, Reliability, Trust, Consistency, Courage, Commitment, Team Spirit, Innovation, Integrity, etc. Your Company always strives to uphold these high ethical values. Your Company proactively strategizes the development needs of Jenburktians and explores their talents and strengths to utilize them for the achievement of organization goals.

Workshops were conducted for all levels of employees. “Punaraadhan” was conducted for Quest & Quest II teams covering Kaizen, transiting from being a Manager to a Leader and Collaborative Leadership. Training programmes were conducted for the sales force and the Head Office staff on a regular basis. Various topics like transactional leadership, new expectation and deliverances and communication skills were covered in these programmes.

During the year, Industrial harmony prevailed in the organization.

g. Sales and Marketing:

Your Company has undertaken expansion in the field, by increasing the number of headquarters to further extend the coverage of practicing doctors.

Your Company believes in optimum reach of potential prescribers so as to increase the yield / productivity per doctor. This will give incremental per capita revenue generation.

Your Company has augmented the training and development efforts for its Managers and the Medical Representatives to help them achieve the sales targets effectively.

Your Company has participated in various national and regional level conferences of Orthopaedicians, Neurologists, Dermatologists and Consultant Physicians. This has helped the Company improve its visibility and build a positive image in the medical fraternity. Your Company also conducts Continuing Medical Education (CME) programmes for doctors on a regular basis.

Your Company periodically launches new products in India and in International markets.

h. International Business:

Your Company’s business in the International Market is stable and expected to grow steadily. It’s a highly competitive market. Registration was applied for a few products in some countries and few new products are under the registration process at existing countries. In line with the Company’s strategy, a new distributor has been appointed in Sri Lanka. Few plant registrations were renewed during the year.

i. Segment-wise Performance:

Jenburkt operates exclusively in one segment i.e. pharmaceutical formulations.

4. Directors and KMP:

Shri Dilip H. Bhuta (DIN:03157252), existing Whole Time Director & Chief Financial Officer is liable to retire by rotation. Being eligible, he has offered his candidature for re-appointment. His appointment is subject to the Members approval at the ensuing Annual General Meeting. He was appointed as the Whole Time Director & Chief Financial Officer of the Company, liable to retire by rotation, for a period of three years from 1^st April, 2016 to 31^st March, 2019, by Members at their 30^th Annual General Meeting held on 8 September, 2015.

Pursuant to section 149, 152 and Schedule IV of the Companies Act, 2013, Shri Bharat V. Bhate (DIN:00112361), Shri Rameshchandra J. Vora (DIN:00112446) and Shri Arun R. Raskapurwala (DIN:00143983) were appointed as Independent Directors on 30^th May, 2014 and Ms. Anjali S. Dalvi, (DIN:03293810) was appointed as an Independent Director on 24^th July, 2015. They all have submitted a declaration stating that each of them meets the criteria of independence. The Board relies on their declaration of independence.

5. Statutory Auditors and Report:

M/s. D. L. Arora and Co. Chartered Accountants, Mumbai, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. The Board of Directors has recommended their re-appointment for the period from the conclusion of the ensuing 31^st Annual General Meeting till the conclusion of the next (32^nd) Annual General Meeting of the Company. They have confirmed their eligibility and also that their re-appointment would be within the prescribed limit under the Companies Act, 2013 and that they are not disqualified for re-appointment. The Auditors’ Report does not contain any qualification, reservation or adverse remarks. Hence, it is an unmodified opinion in terms of the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6. Secretarial Auditors:

The Board of Directors has appointed M/s. Nilesh Shah & Associates, Practicing Company Secretary, Mumbai, to carry out the Secretarial Audit of the Company for the Financial Year 2016-17. Their Secretarial Audit Report for the Financial Year 2015-16 is attached to this Report as “Annexure A”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

7. Cost Auditors:

The Board of Directors has re-appointed M/s. Jagdish R. Bhavsar, Cost Accountants, Mumbai, as the Auditors of the cost records of the Company, for the Financial Year

2016-17. Their fees, as fixed by the Board of Directors of the Company, are to be ratified by the Members at the ensuing 31^st Annual General Meeting of the Company. Members are requested to refer to the Notice convening the ensuing Annual General Meeting along with the explanatory statement for the ratification of their remuneration.

8. Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Board of Directors state that:

a. in preparation of the Annual Accounts for the Financial Year 2015-16, the applicable accounting standards have been followed;

b. the estimates and judgments relating to Financial Statements have been made on a prudent and reasonable basis, in order to ensure that the Financial Statements reflect, in a true and fair manner, the form and substance of the transactions, and reasonably present the Company’s state of affair and profit for the year;

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

d. they have prepared the Annual Accounts on a going concern basis; and

e. they have laid down internal financial controls which are adequate and operating effectively. The internal auditors have conducted periodic audits of the Company’s financials;

f. the systems are in place in order to ensure compliance with the provisions of specifically applicable laws and such systems were adequate and operating effectively.

9. Extract of Annual Return:

As provided under Section 92 (3) of the Companies Act, 2013, the extract of Annual Return under MGT-9 is attached to this report as “Annexure B”.

10. Number of Meetings of the Board:

The Board of Directors met five times during the year. For further details in this regard, kindly refer to the report on Corporate Governance included in the Annual Report.

11. Company’s Policy on Directors / Key Managerial Personnel’s Appointment and Remuneration:

a. Policy for selection of Directors and determining Directors’ independence and

b. Policy on remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel are annexed to this report as “Annexure C and D”, respectively.

12. Particulars of Loans, Guarantees or Investments made by the Company:

During the Financial Year 2015-16, no loan or guarantee was given to any person or body corporate directly or indirectly, by the Company and investments made by the Company are within the limits under Section 186 of the Companies Act, 2013.

13. Particulars of Related Party Transactions u/s 188 of the Companies Act, 2013:

There was no materially significant related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, during the year, which may have a potential conflict with the interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at http://jenburkt.com/Other_Info/20152016/Policy%20o n%20RPT .pdf

None of the Directors have any material pecuniary relationships or transactions vis-a-vis the Company. There is no related party transaction, during the Financial Year 2015-16 as covered under Section 188 of the Companies Act, 2013 and rules made there under. Particulars of transactions with related parties entered into at the arm length basis and in ordinary course of business during the Financial Year 2014-15 under Section 188 (1) of Companies Act, 2013 is presented in the prescribed Form No. AOC-2 and is annexed to this Report as “Annexure-E”.

With reference to Listing Agreement and Schedule V of SEBI (Listing Obligations and Disclosure Requirements (LODR)) Regulations 2015, regarding the disclosure about the Company’s “Related Party Transactions” during Financial Year 2015-16 in compliance with the Accounting Standard on “Related Party Disclosures”:-

The Company does not have any holding or subsidiary Company, hence, this disclosure is not applicable to the Company.

14. Corporate Social Responsibility (CSR) initiative:

A brief note on the CSR policy of the Company and the initiative taken in that regard is set out as “Annexure-F” to this report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules 2014. The CSR Policy of the Company is uploaded on the website of the Company at www.jenburkt.com.

15. Annual Evaluation:

Pursuant to Schedule-IV and other applicable provisions of the Companies Act, 2013, the Independent Directors carried out evaluation of the Chairman and Managing Director and the Whole Time Director and Chief Financial Officer, in their second separate meeting. They also evaluated the Board as a whole based on criteria as laid down.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, the Board evaluated its own performance, performances of its Committees and also the performances of all the Independent Directors based on set criteria. The Nomination and Remuneration Committee, in terms of Section 178 (2) carried out evaluation of performances of every Director, based on its own criteria.

In pursuance of applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors were evaluated individually by the Directors on the Board, excluding the Independent Directors being evaluated.

16. Other Information’s:

a. Conservation of Energy and Technology Absorption, Foreign Exchange Earnings and Outgoings:

The information on conservation of energy and technology absorption, foreign exchange earnings and outgoings is annexed as “Annexure G” to this report.

b. Development and Implementation of Risk Management Policy:

The Company has formulated a Risk Management Plan and has constituted a Risk Management Committee. The risks are classified in different areas such as competition, compliance, operational risks, etc. These risks are reviewed regularly to mitigate the same.

c. Employee’s details, pursuant to Section 197(12) Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as “Annexure H”.

17. Report on Corporate Governance:

A brief report on the Corporate Governance and the Auditor’s certificate thereof is included separately in this Annual Report.

18. Green Initiative:

Your Directors support the green initiative measures taken by the Ministry of Corporate Affairs and Securities and by the Exchange Board of India in order to be a part of the green initiative and to help in conserving trees for a greener India. With the active cooperation of all the shareholders, your Company shall be able to disseminate to you all the requisite documents and information electronically, i.e. through e-mails and to make payments of dividend directly into your bank accounts. Members are requested in this regard to:

a. Register their e-mail address by filling in and signing the form attached at the end of this Report and submit with RTA/Company (for shares held in physical form) or with your Depository Participant (for shares held in demat form), as the case may be and

b. To provide / update your bank details, for crediting dividend amount directly into your bank account through National Automated Clearing House (NACH). A separate form is attached in this regard, to be filled in and duly signed and sent to the RTA / Company.

Kindly note that it is mandatory for the Company to mention your bank details on the dividend warrant / cheque, where NACH details are not registered with the Company / RTA.

19. Vigil Mechanism:

The Vigil Mechanism of the Company as required u/s 177 of the Companies Act, 2013 and a Whistle Blower Policy of the Company, as required under Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for sheltered disclosure by the Directors / Employees of the Company, is in place. No event had occurred, during the year, invoking the Policy. No personnel were denied access to the Audit Committee. A Policy of the Company in this regard is uploaded on the website of the Company at www.jenburkt.com.

20. Audit Committee:

The Audit Committee of the Company comprises mainly of Independent Directors. All the recommendations made by the Audit Committee were accepted by the Board. A detailed note on Audit Committee is included in the Corporate Governance Report, which forms a part of this Annual Report.

21. Internal Financial Control:

The Company has in place, adequate internal financial controls with reference to financial statements. During the year, no reportable material weaknesses in the operations were observed. For further details, kindly refer to internal financial control and their adequacy in the Management Discussion and Analysis, in the Directors’ Report.

22. Award and Recognition:

Your Company was awarded “India’s Most Promising & Valuable Company 2015” by pharma leaders at their 8^th Annual Pharmaceuticals Leadership Summit & Pharma Leader Business Leadership Awards 2015. This function was held at Mumbai in December 2015. As selected by the jury of pharma leaders, a Certificate of excellence was also presented to the Company in recognition of outstanding and remarkable achievements in business leadership.

23. General:

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

1. Details relating to deposits covered under Chapter V of the Act.

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

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

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and the Company’s operations in future. However, a legal matter with National Pharmaceutical Pricing Authority at Hon’ble Supreme Court and five writ petitions against Government of India at Hon’ble Delhi High Court are pending, details of which are mentioned herein above.

5. No case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

6. As informed by the RTA, no shares are lying with them which are under demat suspense account or unclaimed suspense account, in terms of Schedule-V- Clause-F of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. Cautionary Statement:

Certain statements in this Report that pertain particularly to Management Discussion and Analysis may contain contents that might be considered forward looking. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statement, as important factors could influence the Company’s operations such as Government Policies, local, political and economic development, risks inherent to the Company’s growth and such other factors.

25. Appreciation:

Your Directors express their gratitude and place on record the whole hearted efforts of the employees of the Company, for the sustained satisfactory business performance during the year under review and also place on record the sincere support of the stakeholders, in particular the shareholders, customers and suppliers. The Board also appreciates the contribution of the Independent Directors.

For and on behalf of the Board

For Jenburkt Pharmaceuticals Ltd.

Ashish U. Bhuta

(DIN:00226479)

Chairman and Managing Director

Mumbai, 30^th May, 2016

---

Mar 31, 2015

Dear Members,

The Directors, with pleasure, present the 30th Annual Report along with the Audited Financial Statement of the Company, for the Financial Year ended 31st March, 2015.

1. Summary of Financial Performance:

(Rs. in Lacs)

PARTICULARS 31-3-2015 31-3-2014

Profit Before Tax 1434.00 1032.89

Less: Current Tax 512.50 289.93

Net of Deferred Tax Asset / (43.42) (7.68)

Liability

Profit After Tax 964.92 735.28

Add: Balance in P&L Account 1931.11 1540.61

Provisions written back 8.98 5.87

Sub-total 2905.01 2281.76

Less: Appropriation:

Proposed dividend 292.91 237.11

Tax on dividend 59.63 38.47

Others 8.15 75.06

Closing Balance 2544.32 1931.11

The Company has registered a total net income from the operations for the financial year 2014-15 of Rs. 8521.04 lac, as compared to Rs. 7622.45 lac registered in previous financial year 2013-14, a rise of 11.79 %.

The Company has achieved a profit before tax of Rs.1434.00 lacs and a profit after tax of Rs.964.92 lacs for the financial year under review, as compared to Rs. 1032.89 lacs in profit before tax and Rs. 750.64 lacs in profit after tax, for the previous financial year 2013-14, a jump of 38.83% and 28.55% respectively. The earnings per share of the Company, for the year under review, stood at Rs.20.75 as compared to Rs.16.14 registered for the financial year 2013-14. Your Company's constant endevour towards cost management, have yielded good results. There are no term loans from bank in the books of the Company. The Company has comfortable working capital position and infact have been able to optimize working capital in a planned manner. These has helped the Company to save cost of Finance and increase it's profitability to support it's steady growth. Direct tax payments grouped under the "other current assets" are net of provisions.

2. Dividend and Reserves:

Your Directors have recommended, subject to the Members approval at the ensuing Annual General Meeting, a dividend of Rs.6.30 (63%) per equity shares of the Company (last year Rs.5.10 (51%), for the Financial Year 2014-15. The dividend appropriation amounts to Rs.292.91 lacs and the tax thereon amounts to Rs.59.63 lacs.

The Company has very liberal policy of payment of dividend to its Members, over the years, which commensurate with its growth and internal accruals. The reserves and surplus amount stood at Rs.2878.94 lacs as on 31st March, 2015 as compared to Rs.2265.73 lacs as on 31st March, 2014.

4. Directors and Key Managerial Personal (KMP):

Shri Dilip H. Bhuta (DIN:03157252) Whole Time Director and Chief Financial Officer's present term expires on 31st March, 2016. The Nomination and Remuneration Committee recommended and Board of Directors approved, at their respective meetings held on 24th July, 2015, his re-appointment for a further period of three years from 1st April, 2016 to 31st March, 2019. His appointment and terms and conditions thereof are subject to the Members approval at the ensuing Annual General Meeting. Members are requested to refer to the Notice convening the ensuing Annual General Meeting along with the explanatory statement for the reference of his terms of appointment.

Woman Director:

During the year Ms. Devangi S. Shah (DIN:07011975) was appointed as an additional (woman) director of the Company by the Board at their meeting held on 11th November, 2014, on the recommendation of Nomination and Remuneration Committee vide their meeting held on 11th November, 2014. Due to her professional commitments, she resigned from the Board of the Company from the closing of business hours on 4th May, 2015.

Subsequently, Ms. Anjali S. Dalvi, (DIN:03293810) was appointed by the Board at their meeting held on 24th July, 2015, as an additional director as recommended by the Nomination and Remuneration Committee at it's meetings held on 24th July, 2015. She shall hold office only till the next Annual General Meeting of the Company. Her appointment as a non-executive Independent Director is proposed in the ensuing Annual General Meeting which is subject to the Members' approval. Members are requested to refer to the Notice convening the ensuing Annual General Meeting along with the explanatory statement for the reference of her appointment.

Shri Ashish U. Bhuta's (DIN:00226479) appointment as the Chairman and Managing Director of the Company for the period from 1st April, 2015 to 31st March, 2018 and payment of remuneration for the period from 16th July, 2014 to 31st March, 2018, was approved by the Members by voting under postal ballot exercise, result of which was announced on 28th March, 2015. His office is liable to determination by retirement by rotation. Being eligible, he has offered his candidature for re-appointment. His appointment is subject to the Members approval at the ensuing Annual General Meeting.

Shri Bharat V. Bhate, Shri Rameshchandra J. Vora, Shri Arun R. Raskapurwala were appointed as the Independent Director on 30th May, 2014, for a term of five years each, pursuant to section 149, 152 and schedule IV of the Companies Act, 2013. The Members also consented their appointment vide resolutions passed at 29th Annual General Meeting held on 12th September, 2014. They have submitted a declaration stating that each of them meets the criteria of Independence. Ms. Anjali S. Dalvi has also submitted similar declaration on 24th July, 2015. The Board relies on their declaration of independence.

5. Statutory Auditors and Report:

M/s. D. L. Arora and Co. Chartered Accountants, Mumbai, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment. The Board of Directors has recommended their re-appointment for the period from conclusion of the ensuing 30th Annual General Meeting till the conclusion of next (31st) Annual General Meeting of the Company. They have confirmed their eligibility that their re- appointment would be within the prescribed limit under the Act and that they are not disqualified for re-appointment. The Auditors' Report does not contain any qualification, reservation or adverse remark.

6. Secretarial Auditors and Report:

The Board of Directors has appointed Nilesh Shah & Associates, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the financial year 2014-15. Their Report is attached to this report as "Annexure A". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

7. Cost Auditors:

The Board of Directors has re-appointed M/s. Jagdish R. Bhavsar, Cost Accountants, as the Auditors of the cost records of the Company, for the financial year 2015-16. Their fees are to be ratified by the Members at the ensuing 30th Annual General Meeting of the Company. Members are requested to refer to the Notice convening the ensuing Annual General Meeting along with the explanatory statement for the ratification of their remuneration.

8. Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Board of Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the estimates and judgments relating to Financial Statements have been made on a prudent and reasonable basis in order to ensure that Financial Statements reflect, in a true and fair manner, the form and substance of the transactions and reasonably present the Company's state of affair and profit for the year;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) the Company has laid down various SOPs system integration and adequate internal controls and have framed policies, to ensure orderly, effective and efficient functioning of business of the Company and safeguarding of assets. The internal auditors have conducted periodic audits of the Company's financials ensuring prevention of errors / fraud and

(f) the systems are in place to ensure compliance with the provisions of specifically applicable laws and such systems were adequate and operating effectively.

9. Extract of Annual Return:

As provided under Section 92 (3) of Companies Act, 2013, the extract of annual return under form number MGT-9 is attached to this report as "Annexure B".

10. Number of Meetings of the Board:

The Board of Directors met four times during the year. For further details in this regard, kindly refer report on Corporate Governance included in the Annual Report.

11. Company's Policy on Directors / Key Managerial Personnel's appointment and remuneration:

(a) Policy for selection of directors and determining directors' independence is annexed to this report as "Annexure C" and has been uploaded on the website of the Company at http://jenburkt.com/ Other_Info/20152016/Policy%20for%20Selection%20of%20Directors.pdf and

(b) Policy on remuneration of Directors, Key Managerial Personnel and other employees is annexed to this report as "Annexure D" and has been uploaded on the website of the Company at http://jenburkt.com/Other_Info/20152016/Policy% 20on%20Remuneration%20of%20Directors,%20KMP. pdf

12. Particulars of loans, guarantees or investments made by the Company.

During the financial year 2014-15, no loan or guarantee was given to any person or body corporate directly or indirectly, by the Company, nor any investment was made by the Company as covered under section 186 of the Companies Act, 2013.

13. Particulars of Related Party Transactions u/s 188 of the Companies Act, 2013 (AOC-2)

A Related Party Transactions that was entered into during the financial year was on arm's length basis and was in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company had entered in to a related party transactions with Bhuta Holdings Private Ltd., was on arms length basis and was in ordinary course of business and the same was not material in nature and was placed before the Audit Committee for approval and before the Board for consideration and noting.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.jenburkt.com at http://www.jenburkt.com/Other_Info/20152016/Policy%20on%20RPT.pdf

None of the directors have any material pecuniary relationships or transactions vis-a-vis the Company. Pursuant to Section 134 of the Companies Act, 2013 and Rules made thereunder, particulars of transactions with Related Parties as required under section 188 (1) of Companies Act, 2013, in the prescribed Form No. AOC-2 is annexed herewith as "Annexure E".

14. Corporate Social Responsibility (CSR) initiative:

A brief note on CSR policy of the Company, initiative taken in that regard is set out as "Annexure F" to this report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules 2014.

The CSR Policy of the Company is uploaded on the website of the Company.

15. Annual Evaluation of Board:

In pursuance to the Schedule-IV and other applicable provisions of Companies Act, 2013 and clause-49 of the Listing Agreement, the independent directors' carried out evaluation of the Chairman and Managing Director and Whole Time Director and Chief Financial Officer, in their first separate meeting. They also evaluated the Board as whole, on criterias, as laid down.

The Independent Directors were evaluated by the members of the Board, excluding the Independent Director being evaluated. The performance of the committees was evaluated by the Board, after obtaining inputs from the directors on the committees.

The evaluations were also done by the Nomination and Remuneration Committee, in pursuance to Section 178 of the Companies Act, 2013. They evaluated each and every director's performances based on set criteria.

16. Other Informations:

(a) Conservation of Energy and Technology Absorption, foreign exchange earnings and outgo:

The information on conservation of energy and technology absorption, foreign exchange earnings and outgo is annexed as "Annexure G", to this report.

(b) Development and implementation of Risk Management Policy:

The Company always believes in risk mitigation against probable adversities. The Company has formulated Policy on Risk Management and constituted a Risk Management Committee. The risks are classified in different areas such as competition, compliance, operational risks, etc. These risks are reviewed to mitigate the same.

(c) Employee's details, pursuant to Section 197(12) Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as "Annexure H".

17. Report on Corporate Governance:

A brief report on the Corporate Governance and the Auditor's certificate thereof is included in this Annual Report.

18. Green Initiative:

Your Directors welcome the green initiative measures taken by the Ministry of Corporate Affairs and SEBI. With the active co-operation of all the shareholders, we shall be able to disseminate all the requisite documents and information electronically, i.e. through e-mails. Members are requested to register their e-mail IDs with the registrar, Bigshare Services Pvt. Ltd., if not yet registered, in order to be a part of the green initiative and to help in conserving trees for a greener India. A separate form is attached herewith, in this regard, which you need to fill in and submit with RTA/Company or with the depository participant, as the case may be. Members are also requested to provide their bank details, for crediting dividend amount directly in to your bank account through NECS.

19. Vigil Mechanism

The Vigil Mechanism of the Company as required u/s 177 of the Companies Act, 2013 and a Whistle Blower Policy of the Company, as required under clause-49 of the Listing Agreement, for sheltered disclosure by the Directors / Employees of the Company for genuine concern, is in place. No event was occurred, during the year, invoking the Policy. A Policy of the Company in this regard is uploaded on the website of the Company at http://jenburkt.com/Other_Info/20152016/Policiy%20o n%20whistle%20blower.pdf

20. Audit Committee

The Audit Committee comprises mainly of Independent Directors. All the recommendations made by the Audit Committee were accepted by the Board. A detailed note on Audit Committee is included in the Corporate Governance Report, which is forming part of this Annual Report.

21. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weaknesses in the operations were observed. For further details, kindly refer to internal control system in the Management Discussion and Analysis Report, here in above.

22. General:

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

1. Details relating to deposits covered under Chapter V of the Act.

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

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

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and Company's operations in future. However, a legal matter with National Pharmaceutical Pricing Authority is pending at Supreme Court details of which is mentioned herein above.

5. No case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

23. Cautionary Statement:

Statements in this report particularly that pertains to Management Discussion and Analysis may contain certain statements that might be considered forward looking. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statement as important factors could influence the Company's operations such as Government Policies, local, political and economic development, risks inherent to the Company's growth and such other factors.

24. Appreciation:

Your Directors express their gratitude and place on records the whole hearted efforts of the employees of the Company, for the sustained satisfactory business performance during the year under review and also place on record sincere support of the stakeholders, in particular the shareholders, customers, suppliers. The Board also appreciates the contribution of the independent directors.

For and on behalf of the Board For Jenburkt Pharmaceuticals Ltd

Ashish U. Bhuta (DIN:00226479) Chairman and Managing Director Mumbai, 24th July, 2015

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Mar 31, 2014

The Directors immense pleasure, your Directors, present the 29th Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2014.

1. Summary of Financial Performance:

Year ended Year ended PARTICULARS 31st March, 31st March, 2014 2013 Rs. (lacs) Rs. (lacs)

Net sales and other operating income 7622.45 6934.26

Total expenditure 67525 6165.12

Profit before taxation 1032.89 882.38

Net Profit after taxation 750.64 621.53

Dividend and Divided 275.57 226.95

Distribution Tax

Transfer to General Reserves 75.06 62.15

Balance c/f to Balance Sheet 1931.11 1540.61

The Company has registered a total net income of Rs. 7622.45 lac from its operations for the Financial Year 2013-14 as compared to Rs. 6934.26 lac registered in the previous Financial Year 2012-13, a rise of approximately 10 %.

The Company achieved a profit of Rs.1032.89 lac before taxation and a net profit of Rs.750.64 lac after taxation for the Financial Year under review, as compared to Rs.882.38 lac in profit before taxation and Rs.621.53 lac in net profit after taxation, at the end of Financial Year 2012-13 The earnings per share of the Company for the year under review, rose to Rs.16.14 from Rs.13.37 registered during the Financial Year 2012-13.

2. Dividend:

Confirming its liberal policy in rewarding its shareholders, the Board of Directors have recommended a dividend of Rs.5.10 (51%) per equity share of Rs.10/- each, compared to Rs.4.20 (42%) paid for the Financial Year 2012-13, subject to the approval of the shareholders at the ensuing Annual General Meeting. Out of the net profits, an amount of Rs. 275.57 lacs will be utilised towards payment of dividend and dividend distribution tax.

3. Management Discussion & Analysis Report: a. Industry Structure and Development:

The Indian Pharmaceutical Industry is highly fragmented and grown across India, under two segments, the organised and the unorganised. SMEs are at the core of the growth of the industry. These SMEs are taking advantage of the demand of high quality products in India and in the global market. Hence, the Indian Government has also provided a boost to the SMEs. Noticeable progress is seen in clinical trials and innovations in the pharmaceutical industry.

The Indian Pharmaceutical Industry is poised to escalate its growth, mainly due to the potentially huge demand for innovative and world class quality drugs in India and in the overseas market, even though pricing plays a vital role for Companies in the industry. The growth in the industry is mainly driven by contract manufacturing and backward integration, resulting in quality control and reduction in cost

b. Business Performance, Opportunities and Outlook:

Your Company has been successful in reducing its borrowings by repaying foreign currency loans and all its term loans to the Bank. The Company has also reduced its working capital loan which is utilized only for export bill discount, at a significantly low rate.

India provides a huge opportunity for the pharmaceutical industry, as a whole, to prosper, by introduction and implementation of appropriate measures by the Government. A good standard of affordable health facilities are provided by the Government at non metro cities and towns. A partnership of the Government and private sector in the industry can prosper, beyond doubts, where the Government could provide the required infrastructures and the pharmaceutical companies could serve. A proper and appropriate framework by the Government, on policies affecting the pharmaceutical industry is the need of the hour.

c. Risk, Concerns & Threats:

The prices of the products of the pharmaceutical industry in India are regulated by the NPPA (National Pharmaceutical Pricing Authority). The new Drug Price Control Order (DPCO), 2013, was notified in May 2013. As per the new order, a few more products will be under price control. However, the products under price control contribute a very small amount to the total revenue of the Company. The NPPA, vide notifications, regularly declares the ceiling price of formulations, beyond which the companies are restrained to fix the Maximum Retail Price (MRP) of their products.

In a matter involving one of your Company''s products, the NPPA had issued a demand notice for overcharging. After due correspondence with the NPPA, your Company had filed a writ petition in the Honble Bombay High Court challenging their demand notice. We are glad to inform you that the judgment was pronounced in your Company''s favour by the Hon''ble Bombay High Court, by quashing the demand notice. Hence, there is no pending demand from the NPPA.

Further, the constant change in policies by the Drugs Controller General of India (DCGI) and its delays in approvals, have its undesirable effect on the industry. As a direct effect of this, a substantial reduction in case of new drug introductions across the industry is visible.

Expenditure on medicines is rising a lot faster in the growing economy than elsewhere. Serving the growing market is a challenge because of the intrinsic problems The industry cannot rely on its usual methods for making a profit in the matured market / countries.

The industry needs to rebalance its expenditure and invest more in R&D and be more specific in selecting therapeutic segments.

d. Internal Control and System:

The Company has sound internal control processes and systems to ensure proper asset management and operational efficiency The Company always ensures compliance with all applicable rules, regulations, laws, etc. The Audit Committee and the internal auditors ensure checks on the financial functions of the Company and the Quality Control and the Quality Assurance Departments ensure the quality of all the products of the WHO approved plant.

e. Regulatory Approvals:

The Company has already applied to the Drug Controller General of India for permission for certain newer fixed dose formulations and is awaiting their clearance. During the current year, your Company has filed dossiers for 28 products for registering them in different countries for export.

f. Human Resources:

In consonance with the Company''s avowed policy, we maintain high ethical values in our journey towards excellence.

Regular workshops and orientation programmes are conducted for different levels of employees such as Field Force, Plant and Head Office staff. “ANUBANDH" - a heart-to-heart bonding workshop was conducted during the year for QUEST and QUEST II teams. In addition, leadership development is the focus of our continuing programme for senior officers. For this cadre, we have arranged a workshop on conflict management, etc.

The Company has a well established process to attract

talent and identify strengths and to also look into areas of improvement. Overall, industrial harmony is well maintained.

g. Sales and Marketing:

In India, last year, with the introduction of DPCO, 2013, the Association of Pharmaceutical Wholesalers and Retailers demanded higher margins, even on products which were not under price control. The matter was resolved with the industry after about 2-3 months, resulting in a slight loss of sale to the Company.

Your Company focused on strengthening their brands in their respective segments during the year under review. There is a growing trend of competition from regional companies who operate either in a few districts or in a few states in India. This is apart from the competition from large organizations operating in India. Neuropathy detection camps and bone densitometry camps were carried out in various parts of the country for detection of neuropathy and osteoporosis.

Internationally, your Company has started operations in Tajikistan and Uganda. Routinely, new products do get introduced in existing markets under operation.

The strategy of your Company is to focus on long term therapies in acute and chronic ailments, by moving up the value chain continuously. As a result, a few of the Company''s brands are the preferred choice in certain segments. They rank among the top five in those segments.

h. Segment-wise Performance:

Jenburkt operates exclusively in one segment - pharmaceutical formulations.

4. Directors:

In accordance with the applicable provisions of the Companies Act, 2013, only the Executive Directors of the Company (viz. Shri Ashish U Bhuta and Shri Dilip H Bhuta), to the exclusion of the Independent Directors (viz. Shri Bhart V. Bhate, Shri Rameshchandra J.Vora and Shri Arun R Raskapurwala), are considered to be the Directors whose period of office is liable to be determined on retirement by rotation.

Shri Dilip H. Bhuta retires by rotation at the ensuing Annual General Meeting. Being eligible, he has offered himself for re-appointment Further, he is also proposed to be appointed as the Whole Time Director and Chief Financial Officer of the Company. This would require partial modification of the earlier resolution of Board and Members and of his service agreement. He is also a Key Managerial Personnel of the Company.

A resolution is proposed to partially modify the terms of appointment of the Chairman and Managing Director, from a Director whose term of office is not liable to retire by rotation to a Director whose term of office is liable to retire by rotation.

It is proposed to appoint Shri Bhart V. Bhate, Shri Rameshchandra J. Vora and Shri Arun R. Raskapurwala, as the Independent Directors for a term of five years each, commencing from 30th May, 2014.

Necessary resolutions for the above proposals are included in the Notice convening the ensuing 29th Annual General Meeting, details of which are provided in the explanatory statement, attached thereto.

Brief resumes of the Directors proposed to be appointed / re-appointed, are set out in the Corporate Governance report herein, as stipulated under Clause 49 of the listing agreement with the BSE Ltd.

5. Statutory Auditors:

M/s. D L. Arora and Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company will retire at the conclusion of the ensuing 29th Annual General Meeting of Company. They have offered themselves for re- appointment. The Board of Directors has recommended their re-appointment

6. Cost Auditors:

The Board of Directors has re-appointed M/s. Jagdish R Bhavsar, Cost Accountants, as the Cost Auditors of the Company, for the records of pharmaceutical formulations, for the Financial Year 2014-15 Their fees are to be ratified by the Members at the ensuing 29th Annual General Meeting of the Company.

7. Conservation of Energy and Technology Absorption:

As required under Section 217(1)(e) of the Companies Act, 1956 and by the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgoings is given in Annexure - I, which forms a part of this Report

8. Report on Corporate Governance:

A brief report on the Corporate Governance and the Auditor''s certificate thereof is attached to this Report.

9. Directors'' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state that

a) In preparation of the Annual Accounts for the Financial Year 2013-14, the applicable accounting standards read

with Schedule VI of the Companies Act, 1956 as amended, have been followed and no material departures have been made from the same.

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2013-14 and also of the profit of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d)The Annual Accounts have been prepared on a “going concern" basis.

10. Fixed Deposit:

The Company has never accepted any deposits from the public.

11. Green Initiative:

Your Directors welcome the green initiative measures taken by the Ministry of Corporate Affairs and SEBI. With the active co-operation of all the shareholders, we shall be able to disseminate all the requisite documents and information electronically, i.e. through e-mails. Members are requested to register their e-mail IDs with the RTA/Company or with the depository participant, as the case may be, if not yet registered, in order to be a part of the green initiative and to help in conserving trees for a greener India. A separate form is attached herewith, in this regard, which you need to fill in and submit to the RTA/Company or with the depository participant as the case may be.

12. Appreciation:

Your Directors express their gratitude and place on record the whole hearted efforts of the employees of the Company, for the sustained satisfactory business performance during the year under review. They also place on record the sincere support of the stakeholders, particularly the shareholders, customers and suppliers. The Board also appreciates the contribution by the Independent Directors.

For and on behalf of the Board For Jenburkt Pharmaceuticals Ltd.

Ashish U. Bhuta Chairman and Managing Director Mumbai,

28th July, 2014

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Mar 31, 2013

The Directors of the Company take pleasure in presenting the 28th Annual Report along with the Audited Accounts for the Financial Year ended on 31st March, 2013.

1. FINANCIAL PERFORMANCE :

(Rs. in Lacs) PARTICULARS 31-3-2013 31-3-2012

Net sales and other operating income 6934.26 5981.82

Total expenditure 6165.12 5219.33

Profit before taxation 882.38 852.06

Net Profit after taxation 621.53 599.52

Dividend and dividend distribution tax 226.95 190.39

Transfer to General Reserves 62.15 59.95

Balance c/f to Balance Sheet 1540.61 1208.18

The total net income from the operations of the Company for the Financial Year 2012-13 is Rs.6934.26 lac, as compared to Rs.5981.82 lac registered during the previous Financial Year 2011-12, a rise of 15.92%. The profit before taxation stood at Rs.882.38 lac for the Financial Year under review, as compared to Rs.852.06 lac for the Financial Year 2011-12. The net profit after tax stood at Rs. 621.53 lac for the year under review while it was Rs.599.52 lac at the end of Financial Year 2011-12. The total expenditure registered during the Financial Year 2012-13 is Rs. 6071.32 lac as against Rs.5156.54 lac in the previous Financial Year 2011-12, an increase of 17.74%. The increase in excise duty, ever increasing prices of raw materials and packing materials and a constant hike in the fuel prices are the major contributors to such an increase in the total expenditure. The earnings per share of the Company rose to Rs.13.37 from 12.89 registered for the Financial Year 2011-12.

2. DIVIDEND :

Conforming to its liberal policy in rewarding its shareholders, the Board of Directors has recommended a dividend of Rs.4.20 (i.e. 42%) per equity share of Rs.10/- each, as against Rs.3.50 (i.e. 35%) paid during the Financial Year 2011-12, subject to the approval of the shareholders at the ensuing

Annual General Meeting. Out of the net profits, an amount of Rs.226.95 lac will be utilized towards payment of dividend and dividend distribution tax.

3. DIRECTORS :

Shri Uttam N. Bhuta, one of the Promoters of Jenburkt, passed away on 13.06.2013. He was the Chairman and Managing Director of the Company. Though he has left us, his vision, guidance and spirit will always lead all the Jenburktians in the right direction. Thousands of Shareholders who have gained economically by his liberal dividend payout policy, have also gained, along with all the stakeholders, from his entrepreneurial skills and spirit. The Board of Directors, at their meeting held on 16.07.2013, appointed Shri Ashish U. Bhuta as the Chairman and Managing Director of the Company for the period from 16.07.2013 to 31.03.2016. His appointment and terms of payment of remuneration, is part of the agenda of the ensuing Annual General Meeting and is subject to the consent of the Members and approval of Central Government. Members are requested to refer to Item

No.6 of the agenda of the Notice and the explanatory statements thereof for reference of his appointment and terms of remuneration.

Prior to that, during the year, Shri Ashish U. Bhuta was appointed as the Whole Time Director by the Board of Directors of the Company on 14.02.2013. Consent was granted by the members of the Company by passing of a special resolution by postal ballot. A total of 99.74% votes were casted in favour of the special resolution, the result of which was announced on 20.03.2013. Consequent to Shri Uttam N. Bhuta''s sad demise, his membership in the Share Transfer and Shareholders''/Investors'' Grievance Committee was vacated. The Board of Directors appointed Shri Ashish U. Bhuta as the Member of this Committee with effect from 16.07.2013.

Shri Dilip H. Bhuta was appointed as an additional Director on the Board of the Company at the Board Meeting held on 16.07.2013. He shall hold office only till the next Annual General Meeting. He was subsequently appointed as the Whole Time Director, liable to retire by rotation, in the said Board of Directors'' meeting. His appointment as the Whole Time Director and terms of remuneration are part of the agenda of the ensuing Annual General Meeting and is subject to the consent of the members. Members are requested to refer to Item Nos.7 and 8 of the agenda of the Notice and the explanatory statements thereof for reference of his appointment and terms of remuneration.

Shri Rameshchandra J. Vora and Shri Arun R. Raskapurwala retire by rotation at the ensuing Annual General Meeting. Being eligible, they have offered themselves for re-appointment. Their appointments are subject to the approval of the Members at the ensuing Annual General Meeting. Brief resumes of the Directors proposed to be appointed / re-appointed are set out in the Annual Report, as stipulated under Clause 49 of the Listing Agreement with the BSE Ltd.

5. STATUTORY AUDITORS:

M/s. D. L. Arora and Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and have offered themselves for re- appointment. The Auditors have furnished a certificate under Section 224(1B) of the Companies Act, 1956 for their eligibility for re-appointment.

The Board of Directors has recommended their re- appointment.

6. COST AUDITORS:

The Directors have re-appointed M/s. Jagdish R. Loliyani, Cost Accountants, Mumbai, as the Cost Auditors of the Company for the formulations for the Financial Year 2013-14, subject to the approval of the Central Government. They have furnished their certificate under Section 224 (1B) of the Companies Act, 1956 for their eligibility for re-appointment.

7. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As required under Section 217(1)(e) of the Companies Act, 1956 and by the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgoings is given in Annexure – I, which forms a part of this Report.

8. PARTICULARS OF THE EMPLOYEES:

n terms of the provision of Section 217(2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees of the Company are required to be disclosed as an Annexure to the Director''s Report. However, according to the provision of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report, excluding the above information is being sent to all the Members of the Company including other entitled person/s. Any Member, who is interested in obtaining such particulars, may write to the Company Secretary at the registered office.

9. REPORT ON CORPORATE GOVERNANCE:

A brief report on the Corporate Governance and the relative Auditor''s certificate thereto is attached to this Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state that:

a) in preparation of the annual accounts for the Financial Year 2012-13, the applicable accounting standards read with Schedule VI of the Companies Act, 1956 as amended, have been followed and no material departures have been made from the same.

b) accounting policies have been selected and applied consistently and judgment and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2012-13 and also of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) the Annual Accounts have been prepared on a "going concern" basis.

11. FIXED DEPOSIT:

The Company has never accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956.

12. GREEN INITIATIVE:

The Directors of the Company welcome the green initiative measures taken by the Ministry of Corporate Affairs and SEBI. With the active co- operation of all the shareholders, we shall be able to disseminate all the requisite documents and information electronically, i.e. through e-mails. Members are requested to register their e-mail IDs with the registrar, Bigshare Services Pvt. Ltd., in order to be a part of the green initiative and to help in conserving trees for a greener India. A separate form is attached herewith, in this regard, which you need to fill in and submit with the RTA/Company or with the Depository Participant, as the case may be.

13. APPRECIATION:

The Directors of the Company express their gratitude for the support extended by all the stakeholders and place on record their sincere appreciation for the contribution of the independent Directors and the timeless and wholehearted efforts of the employees of the Company for the sustained satisfactory business performance during the year.

For and on behalf of the Board

Sd/-

Ashish U. Bhuta

Chairman and Managing Director

Mumbai 16th July, 2013

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Mar 31, 2012

The Directors are pleased to present the 27th Annual Report along with the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL PERFORMANCE : (Rs.in Lacs)

PARTICULARS 31-3-2012 31-3-2011

Net sales and other operating

income 5981.82 5691.53

Total expenditures 5219.33 4824.96

Profit before taxation 852.06 908.97

Net Profit after taxation 599.52 601.52 Dividend and Dividend

distribution tax 190.39 189.75

Transfer to General Reserves 59.95 60.15

Balance c/f to Balance Sheet 1208.18 853.50

The total revenue from the operations of the Company for the Financial Year 2011-12 rose by 5.10% to Rs.5981.82 lacs from Rs.5691.53 lacs registered last year. However, the net profit remained almost the same at Rs.599.52 lacs. Despite many adversities, viz. hike in VAT, increase in excise duty, withdrawal of DEPB (Duty Entitlement Pass Book Scheme), export benefit, withdrawal of Zydol suspension (Nimesulide suspension as the product has been withdrawn amidst controversy), increased cost of raw and packing materials (due to rise in petrol / diesel rates), the Company could manage to register a similar profit by controlling expenditures.

2. DIVIDEND :

Your Directors recommend a dividend of Rs. 3.50 (35%) per equity share of Rs.10/- each, subject to the approval of the shareholders at the ensuing Annual General Meeting. Out of the net profits, an amount of Rs.190.39 lacs will be utilized towards payment of dividend and tax thereon. Your Company has a liberal policy of paying sustainable dividend linked to long term growth objectives. Your Company has paid uninterrupted dividend since last 12 years.

4. DIRECTORS :

During the year, Shri Uttam N. Bhuta, Chairman and Managing Director, whose terms of appointment, expired on 31.03.2012, was re-appointed by the Board, on the recommendation of the Remuneration Committee. - A notice, with an explanatory statement providing the resume of the appointee, along with the postal ballot form, were circulated to the shareholders. His reappointment, along with the terms of remuneration and other terms and conditions were approved by the members of the Company, by passing special resolution by voting through postal ballot. The results of which was announced on 3rd January, 2012. 98.05% votes were cast in favour of the special resolution. Mr. Uttam N. Bhuta's terms of appointment, subject to the approval of the Central Government are from 1.4.2012 to 31.03.2015. Your Company is the fourth Company, in India, to provide the e-voting platform to the shareholders, under the postal ballot procedure, through the website www.evoting.com, the CDSL portal, whereby the shareholders with their e- mail ID registered with DP, could vote electronically at convenience.

Shri Bharat V. Bhate and Shri Ashish U. Bhuta retire by rotation. Being eligible, they have offered themselves for re-appointment at the ensuing Annual General Meeting. A brief resume of the Directors proposed to be re- appointed, is set out in the section of Corporate Governance, as stipulated under Clause 49 of the listing agreement with the Bombay Stock Exchange Ltd.

5. AUDITORS AND AUDITORS REPORT :

M/s. D. L. Arora and Co. Chartered Accountants, Mumbai, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and have offered themselves for re-appointment. The Auditors have furnished a certificate under Section 224(1B) of the Companies Act, 1956 for their eligibility for re- appointment. The notes on financial statements, referred to in the Auditors' Report do not require any comments from the Board of Directors.

6. COST AUDIT REPORT :

The Central Government had approved the appointment of M/s. Jagdish R. Loliyani, Cost Accountants, Mumbai for carrying out cost audit for the Financial Year 2011-12 and are re-appointed as the Cost Auditors of the Company for the Financial Year 2012-13, subject to the approval of the Central Government. They have furnished their certificate under Section 224 (1B) of the Companies Act, 1956 for their eligibility for re-appointment.

The Cost Audit Report for the Financial Year 2010-11 was filed on 23rd September, 2011, before the due date of 30th September, 2011. The Cost Audit Report for the Financial Year 2011-12 will also be filed before the due date of 30th September, 2012.

7. REPORT ON CORPORATE GOVERNANCE :

A brief report on the Corporate Governance and the relative Auditor's certificate thereto is attached to this report.

8. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As required under Section 217(1)(e) of the Companies Act 1956 and by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgoings is given in Annexure - I, which forms part of this Report.

9. PARTICULARS OF THE EMPLOYEES:

In terms of provision of Section 217(2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees of the Company are required to be disclosed as an Annexure to the Directors' Report. However, according to the provision of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report, excluding the above information is being sent to all the members of the Company including other entitled person/s. Any member who is interested in obtaining such particulars, may write to the Company Secretary at the registered office.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

a) in preparation of the annual accounts for the Financial Year 2011-12, the applicable accounting standards read with Schedule VI of the Companies Act 1956, as amended, have been followed and no material departures have been made from the same.

b) accounting policies have been selected and applied consistently and judgment and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2011-12 and also of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) the Annual Accounts have been prepared on a going concern basis.

1. FIXED DEPOSIT :

The Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956.

12. GREEN INITIATIVE:

Your Directors welcome the green initiative measures taken by the Ministry of Corporate Affairs and SEBI. With the active co-operation of all the shareholders, we shall be able to disseminate all the requisite documents and information electronically, i.e. through e-mails. Members are requested to register their e-mail IDs with the registrar, Bigshare Services Pvt. Ltd, in order to be a part of the green initiative and to help in conserving trees for a greener India.

13. APPRECIATION:

Your Directors place on record their sincere appreciation for the contribution and efforts put in by all the employees. They also express their gratitude to the support extended by all stakeholders, viz. government authorities, banks, stockiest, shareholders and the Directors of the Company.

For and on behalf of the Board

sd/-

Uttam N. Bhuta

Chairman and Managing Director

Mumbai, 26th May, 2012

---

Mar 31, 2011

Dear Members,

The Directors are pleased to present the 26th Annual Report along with the Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL PERFORMANCE :

PARTICULARS 31-3-2011 31-3-2010

Sales and other income 5818.79 5259.88

Profit before depreciation, 1059.40 707.89 interest and tax

Profit before tax 908.97 572.71

Net Profit after tax 601.52 377.89

Profit Available for appropriation 1103.40 692.00

Appropriations :

Dividend 162.73 139.48

Dividend Tax 27.03 23.70

Transfer to General Reserves 60.15 37.79

Balance c/f to Balance Sheet 853.50 491.03

The total revenue of the Company for the Financial Year 2010-11 rose by 10.63% to Rs. 5818.79 lacs from Rs. 5259.88 lacs registered last year. However, the net profit jumped substantially, by 59.18% amounting to Rs.601.52 lacs from Rs. 377.89 lacs registered last year. A focussed approach of the Company on specialised high value products with high margin has yielded a substantial improvement in the bottom line figures.

2.DIVIDEND :

Your Directors recommend a dividend of Rs. 3.50 per equity share of Rs. 10/- each, subject to approval of shareholders at the ensuing Annual General Meeting. Outof the profits, an amount of Rs. 189.76 lacs will be utilized towards payment of dividend and tax thereon.

3.MANAGEMENT DISCUSSION & ANALYSIS REPORT:

a.Manufacturing Facility:

The modern Sihor Plant has now been approved by nearly 13 countries for sourcing their pharmaceutical requirements. This itself exhibits our adherence in meeting the current international standards of Current Good Manufacturing Practices (cGMP).

The upgradation and expansion of the quality assurance / quality control department and of construction of a new warehouse has already begun in the last financial year.

b. Industry Structure and Development:

The Indian pharmaceutical sector is currently the largest amongst the developing nations. The current momentum of growth of the pharmaceutical market in India indicates its rapid expansion in the near future. With an effective business model of the Indian pharmaceutical companies coupled with comparative cost advantages, the industry is poised to be at the centrestage of the global pharmaceutical market. The better growth of domestic companies in India, compared to multi-national companies, is a matter of encouragement for all pharmaceutical companies in India, to enter global markets and explore possibilities of mergers and acquisitions.

c.Business Performance, Opportunities and Outlook:

The changing demographic and disease profile, is one of the growth drivers of the pharmaceutical sector in India. The “lifestyle disease” is on the rise and the rising income of the people and the ever increasing population complements these diseases. The chronic segment is becoming more focused than ever. Currently, the Indian pharmaceutical companies are ranked very high, globally. This is due to the quality, the technology and the products ranging - from simple pills to complex compounds. Their role is very vital in the field of medicines, for promoting and sustaining the industry. Your company sees great opportunities ahead after registering its products in almost 13 countries. Registration in many more countries is under process. A report titled “Indian Pharmaceutical 2020 propelling access and acceptance, realizing the potential” by Mckinsey & Co., interalia, state that the Indian Pharmaceutical market is expected to reach US$ 55 billion in 2020 at a normal growth rate. It could reach US$70 billion in same year, in an aggressive growth scenario. The growth of the pharmaceutical formulation industry in India will augur well for your Company. The benefits of the Research & Development division and of the introduction of new drugs will provide an impetus to the growth of the Company.

d. Risk Concerns & Threats :

Currently, financial conditions are in a negative zone through out the world. This has led to a threat of a broad recession. The pharmaceutical industry, like any other major industry is also at a risk of degenerating or growing at a very slow pace. Pricing and regulatory pressures, inflations, Government Policies etc. are major concerns in the Indian pharmaceutical market space. Your Company, as it has done in past, is confident of surviving these concerns and is capable of meeting changing market dynamics.

e.Internal Control and System:

Your Company is committed to conduct its business with integrity and with high standards of ethical behavior. It sincerely strives to comply with the laws and regulations that governs its business.

A framework of internal controls in operations and self audits are the initiatives taken by the Company to ensure adherence to the system.

A process of internal audit also keeps a check on the sufficiency of internal control and systems.

f.Rating and Award:

For the fourth year in succession, your Company has received the highest CRISIL rating viz. “SE1A”, indicating “Highest Performance Capability and High Financial Strength”.

Your Company received the prestigious National Award for excellence in Cost Management, for the year 2009. Your Company was honoured with the 1st rank award by the Institute of Cost and Works Accountants of India (ICWAI) in the category of Manufacturing (Private Sector- small). The award was given by the Honorable Minister of State for Corporate Affairs, Mr. Salman Khurshid at a grand function held at New Delhi on Thursday, 8th July, 2010.

g.Regulatory Approvals:

Your Company's Sihor Plant has been approved by the regulatory authorities of nearly 13 countries. Last year, the Plant was approved by the authorities from Uganda. The authorities are now more vigilant throught out the world. Also compliance is getting stricter.

h.Human resources:

"Udaan", "Utkarsh" and "Bonds of Affection" were important developmental programmes, arranged for both the QUEST teams and for an entire support staff at the corporate office. Apart from the above, periodic training is provided to the members of the field force. Also, to impart adequate training and to keep abreast with times, individuals are encouraged to participate in various seminars, workshops and conferences. Constant endeavor is made by your Company to provide a conducive environment for people to participate to stretch beyond their professional obligation towards the growth of the Company. Managing the Human Resource will remain a big challenge in the time to come.

i.Sales and Marketing :

Your Company continues to pursue in moving up the value chain. The increasing focus on long term therapies in acute and chronic ailments has contributed towards the improved bottom line.

The proposed new products are also in line with a focus on acute and chronic ailments.

Your Company continues to participate in various national and state level conferences and conducts medical camps for the benefits of the patients.

j.Formulation Development Centre :

Your Company's formulation development centre is a Research and Development unit recognised by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India.

A significant number of products are under development, especially in the area of solid dosage drug delivery systems.

The areas in which work is being done are Pain Management, Anti Diabetic and Anti Inflammatory.

k. Information Systems :

Experiencing process streamlining and cost reduction with successful ERP implementation, your Company proposes to invest significantly in the areas of Laboratory Information Management System and Field Force Reporting System.

l .Segment-wise performance :

Jenburkt operates exclusively only in one segment - pharmaceutical formulations.

4. DIRECTORS :

Shri Uttam N. Bhuta and Shri Arun R. Raskapurwala retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

A brief resume of the Directors proposed to be re- appointed, is set up in the section of Corporate Governance, as stipulated under Clause 49 of the listing agreement with the Bombay Stock Exchange Ltd.

5.AUDITORS AND AUDITORS’ REPORT :

M/s. D.L.Arora and Co. Chartered Accountants, Mumbai, Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and have offered themselves for re-appointment. The Auditors have, furnished a certificate under Section 224(1B) of the Companies Act, 1956 of their eligibility for re-appointment.

6.COST AUDIT REPORT :

M/s. Jagdish R. Loliyani, Cost Accountants, Mumbai are re-appointed as the Cost Auditors of the Company for the Financial Year 2011-12, subject to the approval of the Central Government. Form 23C of their appointment has already been filed with MCA, after receiving their certificate under Section 224 (1B) of the Companies Act, 1956 for their eligibility for re-appointment.

The Cost Audit Report for the F.Y. 2009-10 was filed on 6th September, 2010. It was to be filed on or before 30th September, 2010. The Cost Audit Report for the F.Y. 2010-11 will be filed on or before 30th September, 2011.

7.REPORT ON CORPORATE GOVERNANCE :

A brief report on the Corporate Governance and the relative Auditor's certificate thereto is attached to this report.

8.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As required under Section 217(1)(e) of the Companies Act 1956 and by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgoings is given in Annexure - I forming part of this report.

9.PARTICULARS OF THE EMPLOYEES:

In terms of provision of Section 217(2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees of the Company are required to be disclosed as an Annexure to the Directors’ Report. However, according to the provision of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the above information is being sent to all the Members of the Company including other entitled person/s. Any member who is interested in obtaining such particulars, may write to the Company Secretary at the registered office.

10.DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

a) in preparation of the annual accounts for the Financial Year 2010-11, the applicable accounting standards have been followed and no material departures have been made from the same.

b) accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year 2010-11, and also of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) the Annual Accounts have been prepared on a going concern basis.

11.FIXED DEPOSIT :

The Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956.

12.GREEN INITIATIVE:

Your Directors welcome the Green Initiative of the Ministry of Corporate Affairs. With the active co- operation of all the shareholders, we shall be able to disseminate all the requisite documents and informations electronically i.e. through e-mails. A detailed note is attached herewith seeking response of the members to register their e-mail IDs, in order to be a part of the green initiative and to help in conserve trees for a greener India.

13.APPRECIATION:

Your Directors place on record their sincere appreciation for the contribution and efforts put in by all the employees. Your director also extend their gratitude to the support extended by all stakeholders viz. Government Authorities, Banks, Stockists, Members and independent Directors of the Company.

For and on behalf of the Board

Uttam N. Bhuta Chairman and Managing Director

Mumbai, 25th June, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts for the year ended 31sMarch, 2010.

1. FINANCIAL PERFORMANCE:

(Rs. Lacs)

Year Year PARTICULARS ended ended 31-3-2010 31-3-2009

Sales and other income 5259.88 4373.41

Profit before depreciation, 707.89 442.40 interest and tax

Profit before tax 572.71 290.26

Net Profit after tax 377.89 163.56

Profit available forappropriation 692.00 429.47 Appropriations:

Dividend 139.48 83.68

Dividend Tax 23.70 14.22

Transfer to General Reserves 37.79 11.25

Balance b/f to Balance Sheet 491.03 320.31

Total 692.00 429.47

2. DIVIDEND

Your Directors recommend a Dividend of Rs.3.00 (30%) per equity share of Rs.10/- each, subject to approval of shareholders at the ensuing Annual General Meeting. Rs.163.19 lacs will be absorbed out of profits towards payment of dividend and tax thereon. The Dividend for the previous financial year i.e. 2008- 09 was paid at the rate Rs. 1.80 (18%) per equity share.

3. FINANCIAL PERFORMANCE:

The total revenue of the Company for the Financial Year 2009-10 rose by 20.27% to Rs.5259.88 lacs from Rs.4373.41 lacs registered last year. However, the net profit jumped substantially, by 131% amounting to Rs.377.89 lacs from Rs. 163.56 lacs registered last year.

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

a. Pharmaceutical business performance, opportunities and outlook:

India ranks one of the lowest in the world, in per capita healthcare expenditures, this is expected to rise, providing big opportunity to growth of Indian Pharmaceutical Company.

Your Company continuous to upgrade its position in the categories its products are represented.

The challenge for the company is to constantly rise up the value-chain, while at the same time, bringing down the cost for the patients. The Company plans to give more impetus to its, innovation value addition and Quality Assurance function. The thrust would be to do so in internal and external processes as a measure of overall quality enhancement.

The Pharmaceutical companies becoming more progressive in terms of brand building and lifestyle diseases and continuing to grow at a faster pace, influencing the growth of the Indian pharrna market.

The focus on developing the current markets will continue as more molecules are expected to be launched in the coming fiscal. This would enable the business to further register an improvement in its market share. The Company will continue to focus on high margin products to improve its gross margins, and efforts are also underway to strengthen its relationship with its key stakeholders.

b. Industry structure and development:

Though Indian pharmaceutical market is one of the most emerging pharmaceutical markets in the world, its share in the global pharmaceutical industry is minuscule, in value. Further, the market is highly fragmented, with most players being regional and essentially into the generic market.

We expect the Indian Pharmaceutical Industry to grow at 8 to 10 percent CAGR.

c. Risk concerns & threats:

With more than 300 organised players and few thousand unorganised players, the Indian pharmaceutical market is highly competitive. While generics continue to play a major part in the industrys success, low-cost manufacturing, high- quality research and manufacturing facilities and educated personnel make the Indian pharmaceutical industry both a competitive threat as well as a partner for opportunities.

Indian companies are well placed, given the cost advantage they have to offer. However, fragmentation of installed capacities is one of the major weaknesses. The sector faces certain challenges such as the stricter regulation procedures that have come in to play, the high entry cost in newer markets and the acute competition from generic products. These are issues that may potentially influence business in the future.

To manage the cost is always a challenge.

d. Internal control and system:

Jenburkt conducts its business with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business. The Company has a well established framework of internal controls in operation, including suitable close monitoring procedures and self-assessment exercises with effective feed back flow. In addition to external audit, the financial and operating controls of the Company are reviewed by the internal auditors, who report their findings to the Audit Committee of the board. The E.R.P. system helps in accurate, speedy and proper documentations of financial transactions. Compliance with laws and regulations are also monitored.

e. Human resources:

The financial year was marked with developmental programmes like "MANTHAN", for the Quest and Quest II team, providing timely availabilities of quality products. As usual training programmes for the sales and marketing teams were conducted, productivity. Jenburkt is poised for robust growth, leading to a unique challenge to HR function. Various initiatives taken to ensure its people- system works efficiently, keeping in mind the business environment and company strategy. The main focus area were to bring systematic maturity to the performance management system and the compensation process, development of need- based programmes for germination of leaders and a well defined data-backed process for talent acquisition, devising employee-friendly policies, ensuring compliance across all areas of operation.

f. Formulation development centre:

Your Companys state of art, formulation development centre located at Sihor has received recognition as a R&D unit by Department of Scientific and Industrial Research (DSIR), Ministry of Science and Technology, Government of India, New Delhi.

This recognition is a highly respected and coveted one, acknowledging the R&D activities of your company. With the commissioning of the unit, a good number of formulations have been developed.

Focus area so far has been mainly in the solid dosage drug delivery systems. A few fixed dose combinations are developed for the first time in India.

g. Manufacturing plant:

The upgradation of the Sihor Plant, undertaken in 2009-10, has been completed to match the current international standards of Good Manufacturing Practice (GMP), which meets norms laid down by World Health Organization (WHO).

The upgradation and expansion of quality assurance, quality control department and construction of a new warehouse will commence in this new financial year.

h. Information systems:

With the successful implementation of the ERP software, your company has begun the process of moving to a newly introduced superior version.

Significant process streamlining activities and training are being undertaken to provide more analytical information, enabling quicker decision making.

i. Sales, Marketing and Supply chain:

The strategic decision to move up the value chain, is showing strong and positive results. The focus on long term therapies, in acute and chronic ailments has begun contributing to the top line and bottom line strongly. A few brands of your company figure among the top 5 brands in their respective segments in India and also internationally.

Your company participated in various conferences at national and state level and also conducts regularly medical camps for patient benefit.

On seeing the success of the QUEST team, a cross functional group comprising of members from quality assurance and control, supply chain, production, stores and engineering was created as QUEST-II.

The QUEST AND QUEST-II teams has positively impacted the timely availability of quality products to our network of 1,000 stockists, over 40,000 retail stores in India and to 15 countries.

j. Medical, Regulatory and Clinical trials:

Your Company has been granted permission to market a couple of fixed dose combinations, in the financial year, after conducting clinical trials.

An increased number of dossiers have been filed by the regulatory department in various international markets.

k. Segment-wise performance:

Jenburkt exclusively operates only in one segment i.e. pharmaceutical formulations.

5. CRISIL RATING:

Your Company has been awarded a prestigious rating in the third successive year by NSIC-CRISIL rating as "SE1A", indicating "Highest Performance Capability and High Financial Strength".

6. DIRECTORS:

Shri Ashish U. Bhuta and Shri Rameshchandra J. Vora retire by rotation at the ensuing annual general meeting and being eligible offer themselves for re-appointment.

Brief resume of the Directors proposed to be re- appointed are set out in the section of corporate governance, as stipulated under clause 49 of the listing agreement with Stock exchange.

7. AUDITORS:

M/s D. L. Arora and Co. chartered accountants, mumbai, Statutory auditors of the company will retire at the ensuing annual general meeting and have offered themselves for re-appointment. The auditors have, furnished certificate under Section 224(1 B) of the Companies Act, 1956 of their eligibility for re- appointment.

8. REPORT ON CORPORATE GOVERNANCE:

A brief report on corporate governance and the relative auditors certificate thereto is attached to this report.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As required under section 217(1)(e)of the Companies Act 1956 and by the companies (disclosure of particulars in the report of board of directors) rule, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in annexure -1 forming part of this report.

10. PARTICULARS OF THE EMPLOYEES:

In terms of provision of section 217(2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) rules 1975, as amended, the names and other particulars of the employees of the Company are required to be disclosed as annexure to Directors Report. However, according to provision of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding above information is being sent to all the members of the company including other entitled person/s. Member who is interested in obtaining such particulars may write to company secretary at the registered office.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the Section 217 (2AA) of the Companies Act, 1956, your directors state that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) they have selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year under review, and of the profit of the company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

d) they have prepared the Annual Accounts on a going concern basis.

12. FIXED DEPOSIT:

Your company has not accepted any deposits from the public within the meaning of section 58-A of the Companies Act, 1956.

13. APPRECIATION:

Your Directors place on record their sincere appreciation for the contribution and efforts put in by all the employees. We also extend our gratitude to the support extended by government authorities, banks, stockists, directors and members of the company.

For and on behalf of the Board

Uttam N. Bhuta Chairman and Managing Director

Mumbai, 28,th May, 2010