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ScienceActive
ANNUAL REPORT
2 0 0 5 - 2 0 0 6
Corporate Office
1A, Sector 16A, Noida - 201 301
Uttar Pradesh, India
Tel : +91 120 2516601,11
ScienceActive Fax. : +91 120 2516628-30
Maharashtra, India
Tel. : +91 2112 269155,67
Fax. : +91 2112 268154
Clinsys, Inc.
1 Connell Drive, Suite 3000
Scienceof Jubilant
Thomson Press
Partnerships
Jubilant Pharmaceuticals Inc. Tel. : +1 908 464 7500
207 Kinley Drive, Salisbury, MD, 21801 1800 JFK Boulevard, Suite 1540
Tel. : +1 410 860 8500 Philadelphia, PA 19103
Tel. : +1 215 972 1530
Financials at a glance Contents
Net Sales (Rs. Million) International Sales (Rs. Million)
39.5%
28.6%
Net Sales-Growth% International Sales /Net Sales%
5951
35.9%
36.2%
15054
20.4%
11703 4202
19.9%
26.6%
27.7%
9.5%
8592
19.9%
7134 2287
5949 1973
1183
2002 2003 2004 2005 2006 2002 2003 2004 2005 2006
51.9
16.0
Promoters
Institutional Investors
32.1
Public/Others
Shareholding Pattern Market Capitalization as on 31st March 2006 –Rs. 34,621 Million
14%
2243
11.2%
1650
Directors 11
14.8%
966
1281
9%
2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 Report on Corporate Governance 58
Auditor’s Report & Annexure to Auditor’s Report 69
Balance Sheet and Profit & Loss Account 72
14.1%
8.6%
Notes to Accounts 86
9.1%
20.0%
19.0%
782
6.7%
6632
4925 5503 Consolidated Balance Sheet and Profit & Loss Accounts 104
3.9%
481
39.5%
28.6%
Net Sales-Growth% International Sales /Net Sales%
5951
35.9%
36.2%
15054
20.4%
11703 4202
19.9%
26.6%
27.7%
9.5%
8592
19.9%
7134 2287
5949 1973
1183
2002 2003 2004 2005 2006 2002 2003 2004 2005 2006
51.9
16.0
Promoters
Institutional Investors
32.1
Public/Others
Shareholding Pattern Market Capitalization as on 31st March 2006 –Rs. 34,621 Million
14%
2243
11.2%
1650
Directors 11
14.8%
966
1281
9%
2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 Report on Corporate Governance 58
Auditor’s Report & Annexure to Auditor’s Report 69
Balance Sheet and Profit & Loss Account 72
14.1%
8.6%
Notes to Accounts 86
9.1%
20.0%
19.0%
782
6.7%
6632
4925 5503 Consolidated Balance Sheet and Profit & Loss Accounts 104
3.9%
481
Registrars & Transfer Agents Alankit Assignments Ltd., Alankit House, 2E/21,
Executive Director – Finance R Sankaraiah
Jhandewalan Extension, New Delhi 110055, India
Tel.: +91-11-23541234, 42541234
Corporation Bank
Canara Bank
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
2 3
Corporate Information Board of Directors
Registered Office Bhartiagram, Gajraula, Distt. Jyotiba Phoolay Nagar 244 223, Chairman and Managing Director Shyam S Bhartia
Uttar Pradesh, India
Co-Chairman and Managing Director Hari S Bhartia
Corporate Office 1A, Sector 16A, Noida 201 301, Uttar Pradesh, India
Executive Directors Dr. J M Khanna
Statutory Auditors K N Gutgutia & Co. S N Singh
11K Gopala Tower, 25, Rajendra Place S Bang
New Delhi 110 048, India
Directors Arabinda Ray
US GAAP Auditors KPMG, 4B, DLF Corporate Park, DLF City Phase III, Bodhishwar Rai
Gurgaon 122 002, India Surendra Singh
H K Khan
Cost Auditors J K Kabra & Co., 552/1B, Arjun Street, Main Viswas Road,
Dr. Naresh Trehan
Viswas Nagar, Delhi 110 032, India
Ajay Relan
Internal Auditors Ernst & Young Pvt. Ltd., Ernst & Young Tower, Abhay Havaldar
B-26, Qutab Institutional Area, New Delhi 110 016, India
Registrars & Transfer Agents Alankit Assignments Ltd., Alankit House, 2E/21,
Executive Director – Finance R Sankaraiah
Jhandewalan Extension, New Delhi 110055, India
Tel.: +91-11-23541234, 42541234
Corporation Bank
Canara Bank
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
2 3
Chairmen’s Message compromising on quality. Indeed, in recent months, the dynamics within the generic drugs market has been playing an
increasingly important role in defining the overall direction for the pharmaceuticals industry globally. We see two distinct
trends emerge with regard to the global pharma and life sciences sector. First, the generic pharma market has attained a size
lucrative enough for even innovator companies consider participating in it, and secondly, as in any high potential segment,
“Jubilant is today well positioned to participate in the global outsourcing some consolidation on a global basis has already begun. This wave of consolidation has also witnessed active participation by
Indian players, including Jubilant Organosys, that have the scale and capabilities to
opportunity in pharmaceuticals sector and become a partner of choice to the life leverage such initiatives to create better value.
sciences industry. We have already made considerable progress in that direction, “Jubilant The emphasis on reducing costs and maintaining quality levels is also driving
having signed several annual CRAMS contracts with global life sciences Organosys has outsourcing in the pharma and life sciences sector, with large global players partnering
with high quality companies in low cost regions, such as India, for their requirements.
customers. ” always believed in Jubilant is today well positioned to participate in this global outsourcing opportunity and
partnership become a partner of choice to the global life sciences industry. We have already made
approach. Our considerable progress in that direction, having signed annual CRAMS contracts amounting
to about US$70 million with global life sciences customers.
partnerships with Jubilant Organosys: Science of Jubilant Partnership
various Jubilant Organosys has always believed in par tnership
stakeholders are approach. Our partnerships with various stakeholders are based
on a solid platform of trust, transparency and mutually beneficial
based on a solid decision-making. Over the years, we have laid an emphasis on
platform of trust, understanding the needs of our customers and offering them
transparency and solutions specially developed to cater to their requirements. This
has led to Jubilant Partnerships – Partnerships based on firm
mutually understanding of science and the science of mutually
beneficial rewarding relationships.
decision-making.” Our rapid growth over the past several years has been
innovation-led, enabling us to extend our presence beyond Indian
shores to encompass some of the largest, most successful pharma and
Dear shareholders, life science majors as our customers. Continually investing in R&D and fostering an organizational
We are pleased to have this opportunity to discuss our perspectives on culture that promotes innovation, we have today been able to carve a niche for ourselves
Jubilant's operating environment and outlook with you in view of the as an outsourcing partner of choice for the global pharma and life sciences industry
recently concluded financial year and the emerging sector trends. across the value chain, from research services to contract manufacturing including
The economy: continued robustness collaboration on high-end drug discovery and clinical research. We have engaged
The financial year under review has been good for the Indian economy, with innovator pharmaceutical companies in the area of drug discovery which
which maintained its status as one the fastest growing economies in the demonstrates our ability to engage with demanding global customers and
world. The global economy too fared relatively better compared to previous provide them with knowledge-driven services at competitive cost while
years, despite the impact of oil-price driven inflationary pressures. The matching their high standards for quality and precision. We are offering
global pharmaceuticals and life sciences sector continues to grow at a functional discovery services to global pharmaceuticals and biotech
healthy pace and we believe that this sector is likely to be among the companies by forging integrated portfolio partnerships.
better performing segments of the global economy, with substantial Another potentially high growth area for outsourcing is clinical research
opportunities unfolding for high quality, cost-competitive players where Jubilant has uniquely positioned itself through acquisition of a CRO
in India. in USA. We are in the process of building a global clinical research
The pharmaceuticals and life sciences industry: outsourcing leads organization with multi-centric facilities in USA, Europe and India.
the way We intend to leverage the multiple India-specific advantages as
Within the pharma and life sciences sector, the generic well as our own skills in the area of clinical trials
pharmaceuticals segment is displaying great potential, as and data management to ramp up our clinical
increasing cost pressures on both generic and innovator pharma research operations.
companies in the regulated Western markets prod them to It is our firm belief that as the
explore avenues that reduce cost without regulatory framework in India improves
Our focus in APIs continues to be in the tapeutic herareas of Central Nervous System, Cardio
Associates and investments in CRAMS and API capacity expansions that provide us with a strong platform for growth. As we
Vascular System, Gastro Intestinal, Respiratory and Anti-infectives. Targeting these
now enter one of the most exciting and promising phases of our growth, cognizant of the changes in the global marketplace
therapeutic areas, we today have a strong portfolio of products in APIs. In addition to
and the opportunities it offers, we are confident that we have the resources and the resolve to successfully convert our internal
targeting blockbuster APIs in select therapeutic categories, we are also developing niche
capabilities into business and operational achievements. We are today an innovation-led organization with capabilities that
APIs in areas such as oncology and APIs based on pyridine chemistry where we have global
act as natural competitive advantages. This gives us confidence in our outlook for the future, which we believe is growth-
leadership.
oriented and strong.
A couple of years ago, we initiated our further ascension up the value chain by
Going forward, we are confident of delivering higher sales growth than achieved in the year under review, as many of our
leveraging our strong presence in the APIs business to emerge as a player with an
growth initiatives in the pharmaceuticals and life sciences segment implemented over the last 2-3 years begin contributing to
integrated offering of APIs and dosage forms. We have made noteworthy progress in that
performance. We also expect an expansion in operating margins as we continue to move up the value chain into higher value
direction during the year under review. In dosage forms our focus is on the North
added business areas.
American and European markets, which we will cater to through manufacturing
Before concluding, we would like to express our appreciation to all our stakeholders who have supported us over the
facilities both in India and USA. We have a clear strategy of cooperation with innovator
years. Specifically, we would like to thank our independent Board members for their support and guidance, both on the Board
pharmaceutical companies. This strategy is in line with our strategic objective to be a
and as members of various committees. We would also like to acknowledge the continued support of our customers, vendors,
partner of choice to global pharmaceutical and biotech innovator companies.
employees, bankers, lenders, investors and shareholders in our quest to create a truly global organization with knowledge and
A key success enabler for us in the pharma business is our strong R&D and
innovation at its core.
manufacturing skills, which results in the development of cost efficient processes. Our
commitment to protect and respect IPRs too has helped – and I believe will continue to
help us deepen our relationships with global pharma majors. I am confident that our
investments in R&D and manufacturing will help us drive significant growth in this
Shyam S Bhartia Hari S Bhartia business going forward.
Chairman and Managing Director Co-Chairman and Managing Director
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
6 7
Executive Directors’ Messages
to meet the needs of an industry where IPR safeguards are essential, Indian players such as Jubilant will be able to capture an Dr. J M Khanna
even larger slice of the global life sciences outsourcing business. Our Pharma and Life Science business continues to be the driver of our corporate growth. A key component of our strategy
We, at our end, remain committed to better ourselves, find better ways to do things, innovate and effectively leverage our to further grow this business is to firmly establish ourselves as a reliable partner to both innovator and generic companies in
growing knowledge. the pharmaceuticals and life sciences industry worldwide, backed by a robust R&D infrastructure and knowledge bank
The outlook: growth-oriented and strong created over the years. In our APIs business, we are fostering long-term partnerships with generic pharmaceutical companies
Our performance in FY 2006, which is discussed in greater details elsewhere in this Annual Report, has been in line with in the regulated markets of USA, Europe and Japan. Our partnership-based, innovation-led strategy has been delivering
our strategy, where we have made significant progress in meeting our long-term objectives. During the year under review, we results, with about 80% of our API export revenues coming from these regulated markets. We have also been expanding our
continued to undertake inorganic and organic initiatives, such as the acquisition of Trigen Laboratories and Target Research global footprint in the APIs market, and during the past year we successfully entered the new market of Latin America and
forged new partnerships with generic pharmaceutical companies.
Our focus in APIs continues to be in the tapeutic herareas of Central Nervous System, Cardio
Associates and investments in CRAMS and API capacity expansions that provide us with a strong platform for growth. As we
Vascular System, Gastro Intestinal, Respiratory and Anti-infectives. Targeting these
now enter one of the most exciting and promising phases of our growth, cognizant of the changes in the global marketplace
therapeutic areas, we today have a strong portfolio of products in APIs. In addition to
and the opportunities it offers, we are confident that we have the resources and the resolve to successfully convert our internal
targeting blockbuster APIs in select therapeutic categories, we are also developing niche
capabilities into business and operational achievements. We are today an innovation-led organization with capabilities that
APIs in areas such as oncology and APIs based on pyridine chemistry where we have global
act as natural competitive advantages. This gives us confidence in our outlook for the future, which we believe is growth-
leadership.
oriented and strong.
A couple of years ago, we initiated our further ascension up the value chain by
Going forward, we are confident of delivering higher sales growth than achieved in the year under review, as many of our
leveraging our strong presence in the APIs business to emerge as a player with an
growth initiatives in the pharmaceuticals and life sciences segment implemented over the last 2-3 years begin contributing to
integrated offering of APIs and dosage forms. We have made noteworthy progress in that
performance. We also expect an expansion in operating margins as we continue to move up the value chain into higher value
direction during the year under review. In dosage forms our focus is on the North
added business areas.
American and European markets, which we will cater to through manufacturing
Before concluding, we would like to express our appreciation to all our stakeholders who have supported us over the
facilities both in India and USA. We have a clear strategy of cooperation with innovator
years. Specifically, we would like to thank our independent Board members for their support and guidance, both on the Board
pharmaceutical companies. This strategy is in line with our strategic objective to be a
and as members of various committees. We would also like to acknowledge the continued support of our customers, vendors,
partner of choice to global pharmaceutical and biotech innovator companies.
employees, bankers, lenders, investors and shareholders in our quest to create a truly global organization with knowledge and
A key success enabler for us in the pharma business is our strong R&D and
innovation at its core.
manufacturing skills, which results in the development of cost efficient processes. Our
commitment to protect and respect IPRs too has helped – and I believe will continue to
help us deepen our relationships with global pharma majors. I am confident that our
investments in R&D and manufacturing will help us drive significant growth in this
Shyam S Bhartia Hari S Bhartia business going forward.
Chairman and Managing Director Co-Chairman and Managing Director
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
6 7
Mr. S N Singh Mr. S Bang
Innovation has been the key to our growth since we began operations. We have, Jubilant Organosys, within a span of a few years, has been able to achieve what very few organizations in the world can
over the years, provided innovative solutions to our customers in India and abroad claim to have achieved in a similar timeframe. Transforming itself into a knowledge-driven company with a global clientele
through our accumulated knowledge and by leveraging our integrated operations, with that includes some of the most prestigious names in the international pharmaceuticals and life sciences industry, Jubilant
our industrial products business acting as a strong platform from which we deliver today has an outstanding reputation as a proven partner for the world's pharma and life sciences industry.
value added Custom Research and Manufacturing Services (CRAMS). Our ability to deliver high quality products and services at competitive costs is the result of a clear, focused strategy to
CRAMS, like the rest of our pharma and life science operations, is a very important make sound investments in modern technologies, adopt new and superior processes, keep a tight control over our supply
growth area for us. I am glad to report that during the financial year under review, we chain, and continually learn from our past experiences. This approach continues to yield dividends in terms of better
maintained our leadership status in this business as the largest CRAMS company in India having the integrated capability to operational metrics and increased manufacturing efficiency.
manufacture intermediates and fine chemicals right from milligram quantity at the lab scale to metric tonne quantities through During the year under review, we continued to concentrate on enhancing our
our commercial scale multi-purpose plants. productivity and raising the bar on quality through ongoing initiatives such as
The cornerstone of our CRAMS strategy is our thrust on reinforcing the strong relationships we enjoy with global life Velocity, our six-sigma programme. The company-wide Velocity initiative, now in its
sciences companies. We continue to work closely with these companies with the objective of entrenching ourselves as their third year of implementation, focuses on monitoring operational performance across
outsourcing partner of choice and supplying customized products throughout their product development and all aspects of our business and identifying ways to enhance performance, quality, and
commercialization process. productivity leading to operational excellence. We now have 10 master black belts,
During the year under review, we continued to enhance operational excellence in our CRAMS business through ongoing 40 black belts and 100 green belts in manufacturing and R&D.
improvements in cost, quality, and service. At the same time, we have also de-risked our business by diversifying our As a responsible corporate that understands the long term benefits of pursuing a
customer base and introducing new products, thereby reducing our dependence on a few customers or products. sustainable growth path, we have over the years made efforts to minimize the impact
During the year, the Industrial Chemicals business witnessed high input costs for the major part of the year and stable of our operations on the environment and make a positive contribution to the society
sales price which resulted in margin pressure. With lower raw material cost now, we are confident of improved profitability in in general while concurrently delivering financial growth.
this business. We expanded our acetyls portfolio by adding a new product during the year under review. The Performance We have benchmarked our processes and practices across all manufacturing
Chemicals business witnessed significant improvement in performance due to improved product mix and market presence. In locations with established international standards, and have initiated intensive
both these businesses, the Company is focusing on expanding its presence in the international markets. training programmes using international consultants for our people and partners
I firmly believe that our leadership position and scale of operations, combined with our ability to augment our product aimed at aligning our safety standards and systems with some of the best known
portfolio through our R&D base, will allow us to offer cost efficient solutions to our customers on a long-term basis. companies in the world.
Given our manufacturing strengths, operating efficiencies, and world-class
quality, coupled with our thrust on corporate sustainability, I believe we are well
poised to continue to chart a high growth trajectory in the coming years.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
8 9
Mr. S N Singh Mr. S Bang
Innovation has been the key to our growth since we began operations. We have, Jubilant Organosys, within a span of a few years, has been able to achieve what very few organizations in the world can
over the years, provided innovative solutions to our customers in India and abroad claim to have achieved in a similar timeframe. Transforming itself into a knowledge-driven company with a global clientele
through our accumulated knowledge and by leveraging our integrated operations, with that includes some of the most prestigious names in the international pharmaceuticals and life sciences industry, Jubilant
our industrial products business acting as a strong platform from which we deliver today has an outstanding reputation as a proven partner for the world's pharma and life sciences industry.
value added Custom Research and Manufacturing Services (CRAMS). Our ability to deliver high quality products and services at competitive costs is the result of a clear, focused strategy to
CRAMS, like the rest of our pharma and life science operations, is a very important make sound investments in modern technologies, adopt new and superior processes, keep a tight control over our supply
growth area for us. I am glad to report that during the financial year under review, we chain, and continually learn from our past experiences. This approach continues to yield dividends in terms of better
maintained our leadership status in this business as the largest CRAMS company in India having the integrated capability to operational metrics and increased manufacturing efficiency.
manufacture intermediates and fine chemicals right from milligram quantity at the lab scale to metric tonne quantities through During the year under review, we continued to concentrate on enhancing our
our commercial scale multi-purpose plants. productivity and raising the bar on quality through ongoing initiatives such as
The cornerstone of our CRAMS strategy is our thrust on reinforcing the strong relationships we enjoy with global life Velocity, our six-sigma programme. The company-wide Velocity initiative, now in its
sciences companies. We continue to work closely with these companies with the objective of entrenching ourselves as their third year of implementation, focuses on monitoring operational performance across
outsourcing partner of choice and supplying customized products throughout their product development and all aspects of our business and identifying ways to enhance performance, quality, and
commercialization process. productivity leading to operational excellence. We now have 10 master black belts,
During the year under review, we continued to enhance operational excellence in our CRAMS business through ongoing 40 black belts and 100 green belts in manufacturing and R&D.
improvements in cost, quality, and service. At the same time, we have also de-risked our business by diversifying our As a responsible corporate that understands the long term benefits of pursuing a
customer base and introducing new products, thereby reducing our dependence on a few customers or products. sustainable growth path, we have over the years made efforts to minimize the impact
During the year, the Industrial Chemicals business witnessed high input costs for the major part of the year and stable of our operations on the environment and make a positive contribution to the society
sales price which resulted in margin pressure. With lower raw material cost now, we are confident of improved profitability in in general while concurrently delivering financial growth.
this business. We expanded our acetyls portfolio by adding a new product during the year under review. The Performance We have benchmarked our processes and practices across all manufacturing
Chemicals business witnessed significant improvement in performance due to improved product mix and market presence. In locations with established international standards, and have initiated intensive
both these businesses, the Company is focusing on expanding its presence in the international markets. training programmes using international consultants for our people and partners
I firmly believe that our leadership position and scale of operations, combined with our ability to augment our product aimed at aligning our safety standards and systems with some of the best known
portfolio through our R&D base, will allow us to offer cost efficient solutions to our customers on a long-term basis. companies in the world.
Given our manufacturing strengths, operating efficiencies, and world-class
quality, coupled with our thrust on corporate sustainability, I believe we are well
poised to continue to chart a high growth trajectory in the coming years.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
8 9
Directors
Mr. R Sankaraiah
Jubilant's growth strategy is built on the philosophy of sharing knowledge, Mr. Arabinda Ray
exploring new ideas, products and processes, and turning dreams into commercial Mr. Abhay Havaldar
reality. We are in a position to continue to execute this strategy because Jubilant Mr. H K Khan Mr. Ajay Relan
remains a financially strong company, fully capable of making the investments
necessary to drive future growth.
As an organization we have always laid great emphasis on financial prudence and
astute utilization of all resources at our disposal, including financial resources.
Resultantly, our investment decisions have always been well evaluated and we have ensured that our growth is not stymied by
the lack of capital. At the same time, it has been – and will always remain – our endeavour to minimize our cost of capital and
maximize the returns on the capital employed into our business initiatives.
We incurred a capital expenditure of Rs 2.3 billion in FY 2006 as we made investments in initiatives encompassing a
range of strategic improvements, including expansion of our CRAMS and APIs manufacturing capacity to improve our
revenues, lower our operating costs, and deliver progressive performance in the years to come.
During FY 2006, we invested US$34.5 million to acquire Clinsys, Inc. (formerly Target Research Associates), a US-based
full service clinical research organization, and US$14.25 million to acquire 66.61% equity stake in Trinity Laboratories and
its wholly owned subsidiary Trigen Laboratories. These investments are in line with our strategic focus on consolidating our
status as a preferred outsourcing partner for the global life sciences industry and enhancing our footprint in the global
marketplace.
The organic and inorganic initiatives have resulted in Jubilant becoming an integrated pharmaceutical industry player
offering products and services across the value chain to global pharmaceuticals and life science industry.
We were able to fund our capital expenditure and investment activities during the year through a judicious mix of internal
accruals, debt, and fresh capital raised through equity placement, including US$75 million raised through FCCB issue to
international investors and another US$25 million through private equity placement to General Atlantic Partners, one of the
largest international private equity investors.
I am glad to report that as a result of these initiatives, we today have a strong balance sheet, with a healthy debt-to-equity
ratio of 0.87 at the end of FY 2006. In view of our robust operations and synergies arising from integration of acquired Mr. Bodhishwar Rai
subsidiaries along with expected returns from domestic investments, we expect to maintain our strong financial position with Dr. Naresh Trehan
Mr. Surendra Singh
better returns on capital and healthy cash balances.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
10 11
Directors
Mr. R Sankaraiah
Jubilant's growth strategy is built on the philosophy of sharing knowledge, Mr. Arabinda Ray
exploring new ideas, products and processes, and turning dreams into commercial Mr. Abhay Havaldar
reality. We are in a position to continue to execute this strategy because Jubilant Mr. H K Khan Mr. Ajay Relan
remains a financially strong company, fully capable of making the investments
necessary to drive future growth.
As an organization we have always laid great emphasis on financial prudence and
astute utilization of all resources at our disposal, including financial resources.
Resultantly, our investment decisions have always been well evaluated and we have ensured that our growth is not stymied by
the lack of capital. At the same time, it has been – and will always remain – our endeavour to minimize our cost of capital and
maximize the returns on the capital employed into our business initiatives.
We incurred a capital expenditure of Rs 2.3 billion in FY 2006 as we made investments in initiatives encompassing a
range of strategic improvements, including expansion of our CRAMS and APIs manufacturing capacity to improve our
revenues, lower our operating costs, and deliver progressive performance in the years to come.
During FY 2006, we invested US$34.5 million to acquire Clinsys, Inc. (formerly Target Research Associates), a US-based
full service clinical research organization, and US$14.25 million to acquire 66.61% equity stake in Trinity Laboratories and
its wholly owned subsidiary Trigen Laboratories. These investments are in line with our strategic focus on consolidating our
status as a preferred outsourcing partner for the global life sciences industry and enhancing our footprint in the global
marketplace.
The organic and inorganic initiatives have resulted in Jubilant becoming an integrated pharmaceutical industry player
offering products and services across the value chain to global pharmaceuticals and life science industry.
We were able to fund our capital expenditure and investment activities during the year through a judicious mix of internal
accruals, debt, and fresh capital raised through equity placement, including US$75 million raised through FCCB issue to
international investors and another US$25 million through private equity placement to General Atlantic Partners, one of the
largest international private equity investors.
I am glad to report that as a result of these initiatives, we today have a strong balance sheet, with a healthy debt-to-equity
ratio of 0.87 at the end of FY 2006. In view of our robust operations and synergies arising from integration of acquired Mr. Bodhishwar Rai
subsidiaries along with expected returns from domestic investments, we expect to maintain our strong financial position with Dr. Naresh Trehan
Mr. Surendra Singh
better returns on capital and healthy cash balances.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
10 11
Management Discussion & Analysis
The Indian economy registered a real GDP growth rate of 8.4% in FY 2006
compared to 6.9% in FY 2005 and continues to maintain its growth
momentum. Improved performance across all the sectors of the economy has
been the key enabler of this growth, with a well-spread and healthy monsoon
proving to be a catalyst for agricultural growth.
OVERVIEW OF THE BUSINESS ENVIRONMENT, Globally, some of the key economies such as the US
INDUSTRY STRUCTURE AND DEVELOPMENTS and Europe, which are also Jubilant's focus markets,
have shown positive growth during the year under
Buoyant economic outlook
review and indications are that these markets should
Industrial activity continued to grow at a fast pace, continue to witness superior growth compared to the
supported by the growing presence of Indian companies past few years.
in the global marketplace. During FY 2006, the
Global pharmaceuticals sector – transition and
industrial sector recorded a growth of 8.9%, second only
consolidation phase
to the services sector that grew by 9.4% in the same
period. The unabated growth trajectory of the country's The global pharmaceuticals and life sciences sector is
services sector demonstrates the inherent advantages passing through a phase of significant transition and
India enjoys on account of its immense human and consolidation. This is likely to bring in a structural change
intellectual capital. in the profile of the sector. It is very probable that the
pharmaceutical and life sciences sector will emerge as
It is encouraging to note that despite a significant
one large market from the operational perspective, as
increase in global oil prices, the Indian economy
regulatory changes across nations will result in most of
witnessed only a marginal inflation. This reflects the
the key markets possessing similar market dynamics.
underlying strengths and maturity of the country's
The process of change, early phases of which we have
economy. Continued growth with acceptable levels of
witnessed over the last one year or so, is expected to
inflation reflects the ability of the Indian economy to
drive towards a radical change in the profile of the global
continue to be one of the fastest growing economies in
pharmaceuticals and life sciences market over the
the world.
next decade.
OVERVIEW OF THE BUSINESS ENVIRONMENT, Globally, some of the key economies such as the US
INDUSTRY STRUCTURE AND DEVELOPMENTS and Europe, which are also Jubilant's focus markets,
have shown positive growth during the year under
Buoyant economic outlook
review and indications are that these markets should
Industrial activity continued to grow at a fast pace, continue to witness superior growth compared to the
supported by the growing presence of Indian companies past few years.
in the global marketplace. During FY 2006, the
Global pharmaceuticals sector – transition and
industrial sector recorded a growth of 8.9%, second only
consolidation phase
to the services sector that grew by 9.4% in the same
period. The unabated growth trajectory of the country's The global pharmaceuticals and life sciences sector is
services sector demonstrates the inherent advantages passing through a phase of significant transition and
India enjoys on account of its immense human and consolidation. This is likely to bring in a structural change
intellectual capital. in the profile of the sector. It is very probable that the
pharmaceutical and life sciences sector will emerge as
It is encouraging to note that despite a significant
one large market from the operational perspective, as
increase in global oil prices, the Indian economy
regulatory changes across nations will result in most of
witnessed only a marginal inflation. This reflects the
the key markets possessing similar market dynamics.
underlying strengths and maturity of the country's
The process of change, early phases of which we have
economy. Continued growth with acceptable levels of
witnessed over the last one year or so, is expected to
inflation reflects the ability of the Indian economy to
drive towards a radical change in the profile of the global
continue to be one of the fastest growing economies in
pharmaceuticals and life sciences market over the
the world.
next decade.
“There is increasing realization among European and US pharma majors that partnering
with companies in emerging economies such as India offers a much better alternative
Discovery Clinical
that allows cost savings without compromising on quality.” Research CRAMS APIs Dosage Forms
Development
global-scale size and capability. These developments Indian pharmaceuticals and life sciences companies. unique position to meet the outsourcing and manufacturing, and customer relationships.
appear to be precursor to the emergence of many more collaborative needs of global customers both in the
India, with its inherent strengths of a vast and skilled The Jubilant strategy follows a clear and focused
truly multinational Indian corporations with global area of new drug discovery as well as in generic drug
scientific talent pool, a large and diverse multiethnic approach: partnership approach, create incremental
footprints across all continents in the next decade. development.
population, a cost effective business environment, and a value by moving up the value chain; differentiate
Ongoing worldwide emphasis on accelerating product regulator y framework in place, has all the right Jubilant Organosys, along with its subsidiaries, is through innovation and relentless pursuit of new
development and reducing healthcare costs, which are to ingredients to successfully participate in these growing arguably exceptional in its capabilities emanating from ideas; and create a formidable presence in the
a large extent governed by the cost structure of new drug outsourcing and collaborative efforts. Over the past its solid R&D base, presence at multiple points in the marketplace that assures customers and generates
development and manufacturing processes, is driving several years, India has already established itself as a life sciences value chain, strong chemistry and bio- advantages of enhanced scale and footprint.
greater collaborative efforts in generic as well as new leading source of bulk actives and dosage forms in the sciences exper tise, world-class manufacturing
Partner of choice to the global life sciences
product development. Regulatory pressures too are generics market. Following a change in the country's infrastructure, and robust relationships with
industry has been the guiding principle for our
bearing upon global pharma majors to innovate faster patent laws in early 2005, there has also begun an international customers.
company. We understand the requirements of our
while containing drug costs and related expenditures. increased participation of Indian companies in the global
Our own operating strengths, accumulated over customers and leverage our strengths to offer them
The European Union, for example, has witnessed drug discover y ser vices business. Large global
more than two decades of consistent innovation, customized solutions. We have strong customer
noticeable changes in the regulatory framework, with pharmaceutical companies realize that Indian
combined with the India specific advantages we relationships with global pharmaceutical and
environmental regulations becoming much more companies, especially those with a strong R&D base and
enjoy, give us an unique competitive advantage as a agrochemical companies. We will further strengthen
stringent on one hand and generic pharmaceuticals competence in manufacturing, can be highly effective
partner of choice to the worldwide pharma and life these customer relationships by enhancing our range
related regulations pushing for lower cost of medication partners in drug discovery and development work. Given
sciences industry. of offerings to each one of them and engage with them
on the other. In the US also, while the pharma market Jubilant's own experience and recent successes, drug
at ever y step of their drug development and
continues to expand, the strongest growth is being seen discovery outsourcing has the potential to become the STRATEGY AND BUSINESS MODEL
commercialization programme.
in unbranded generics as the overall industry there is fastest growth opportunity for India in the years to come. Jubilant Organosys is an integrated pharma-
facing cost containment pressures with regard to new ceuticals industry player offering products and
drug development.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
14 15
The increasing occurrence of mergers and acqui- Such changes are creating a new set of outsourcing Jubilant Organosys – singularly positioned to be a services to global life sciences sector by continuously
sitions worldwide within this sector has created larger opportunities across the entire value chain, from advance partner of choice moving up the value chain through innovation, cost
organizations, and may result in the formation of large intermediates and fine chemicals to APIs and Dosage leadership and wise investment decisions.
The opportunities and possibilities emerging
corporates with diverse capabilities. Concurrently, it Forms. There is increasing realization among European
consequent to the significant and long-term changes Keeping an eye on the future, and guided by
would increase the intensity of competition in an already and US pharma majors that partnering with companies
in the global pharmaceuticals and life sciences evolving market trends worldwide, our strategy is to
active global market. In recent times, Indian companies in emerging economies such as India offers a much
industr y are of special significance to Indian consistently capitalize on growth opportunities as they
too have participated noticeably in this process of global better alternative that allows cost savings without
companies with a presence in the relevant segments. unravel and continually move up the value chain as
consolidation, with many of them acquiring and merging compromising on quality. This, in turn, has created, and
Jubilant Organosys, with a strong presence in all partner to global pharma majors by leveraging upon its
with other entities in various geographies, emerging with continues to create, multifold business opportunities for
major segments of the pharma value chain, is in a long standing and unique strengths in R&D,
“There is increasing realization among European and US pharma majors that partnering
with companies in emerging economies such as India offers a much better alternative
Discovery Clinical
that allows cost savings without compromising on quality.” Research CRAMS APIs Dosage Forms
Development
global-scale size and capability. These developments Indian pharmaceuticals and life sciences companies. unique position to meet the outsourcing and manufacturing, and customer relationships.
appear to be precursor to the emergence of many more collaborative needs of global customers both in the
India, with its inherent strengths of a vast and skilled The Jubilant strategy follows a clear and focused
truly multinational Indian corporations with global area of new drug discovery as well as in generic drug
scientific talent pool, a large and diverse multiethnic approach: partnership approach, create incremental
footprints across all continents in the next decade. development.
population, a cost effective business environment, and a value by moving up the value chain; differentiate
Ongoing worldwide emphasis on accelerating product regulator y framework in place, has all the right Jubilant Organosys, along with its subsidiaries, is through innovation and relentless pursuit of new
development and reducing healthcare costs, which are to ingredients to successfully participate in these growing arguably exceptional in its capabilities emanating from ideas; and create a formidable presence in the
a large extent governed by the cost structure of new drug outsourcing and collaborative efforts. Over the past its solid R&D base, presence at multiple points in the marketplace that assures customers and generates
development and manufacturing processes, is driving several years, India has already established itself as a life sciences value chain, strong chemistry and bio- advantages of enhanced scale and footprint.
greater collaborative efforts in generic as well as new leading source of bulk actives and dosage forms in the sciences exper tise, world-class manufacturing
Partner of choice to the global life sciences
product development. Regulatory pressures too are generics market. Following a change in the country's infrastructure, and robust relationships with
industry has been the guiding principle for our
bearing upon global pharma majors to innovate faster patent laws in early 2005, there has also begun an international customers.
company. We understand the requirements of our
while containing drug costs and related expenditures. increased participation of Indian companies in the global
Our own operating strengths, accumulated over customers and leverage our strengths to offer them
The European Union, for example, has witnessed drug discover y ser vices business. Large global
more than two decades of consistent innovation, customized solutions. We have strong customer
noticeable changes in the regulatory framework, with pharmaceutical companies realize that Indian
combined with the India specific advantages we relationships with global pharmaceutical and
environmental regulations becoming much more companies, especially those with a strong R&D base and
enjoy, give us an unique competitive advantage as a agrochemical companies. We will further strengthen
stringent on one hand and generic pharmaceuticals competence in manufacturing, can be highly effective
partner of choice to the worldwide pharma and life these customer relationships by enhancing our range
related regulations pushing for lower cost of medication partners in drug discovery and development work. Given
sciences industry. of offerings to each one of them and engage with them
on the other. In the US also, while the pharma market Jubilant's own experience and recent successes, drug
at ever y step of their drug development and
continues to expand, the strongest growth is being seen discovery outsourcing has the potential to become the STRATEGY AND BUSINESS MODEL
commercialization programme.
in unbranded generics as the overall industry there is fastest growth opportunity for India in the years to come. Jubilant Organosys is an integrated pharma-
facing cost containment pressures with regard to new ceuticals industry player offering products and
drug development.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
14 15
Moving up the value chain has been the guiding across the entire value chain. Our accent on collaborating
principle for Jubilant's growth strategy since inception. with global customers at every stage of the value chain
Driven by its strong product and process capabilities without competing with them in the marketplace
acquired over the past 27 years, we have constantly distinguishes it as a reliable and long-term partner for our
moved up the value chain in the pharmaceuticals and life customers.
sciences chemicals business. From an advance
Organic and inorganic initiatives aimed at creating a
intermediates manufacturer, Jubilant ascended to
more robust platform for faster growth have been
Custom Research and Manufacturing Services (CRAMS),
implemented by Jubilant in the past, enabling us to get
expanding into the area of Active Pharmaceutical
“The CRAMS business which is the largest component of Pharma & Life Sciences business
segment continued to enhance its position in international markets.”
Ingredients (APIs), and later entering the high potential ahead on the learning curve and enhance our global
segment of drug discovery and development services and footprint. We have been able to make well-evaluated
dosage forms. Jubilant today has a comprehensive acquisitions both in India and abroad that have
service offering encompassing the entire spectrum from augmented our offerings portfolio and helped us quickly
early stage lead generation and optimization to gain a strong foothold in key Western markets. At the
development of formulations and clinical research same time, timely investments in expansion of existing
operations from phase I to IV. capacities and creation of fresh capacities across
businesses from CRAMS and APIs to clinical research are
Innovation through the application of accumulated
enabling Jubilant to meet the ever increasing
scientific knowledge has been one of the key enablers in
requirements of its customers across more than 50
Jubilant's transformation into a Science Active
countries. We continued to undertake such initiatives
organization catering to the highly demanding
during the financial year under review, and it is our intent
requirements of discerning customers in a ver y
to continually evaluate inorganic growth opportunities
competitive global marketplace. The Company's
that hold attractive long term promise and also invest,
knowledge-driven, innovation-led approach pervades all
whenever necessary, in organic initiatives that are likely
functional areas, reaching beyond product R&D and
to strengthen our operating profile.
allowing it to provide on-time, customer-specific
solutions and services at competitive cost on a consistent Jubilant's business model, in its own definitive
basis. This in turn has helped us forge long sustaining manner, supports and reinforces our business strategy.
relationships with global pharmaceutical, biotech and Our operations are integrated, but organized in three
agrochemical companies. We will leverage these business segments that reflect different market dynamics
relationships to expand its business with these customers which in turn drive their respective strategic directions.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
16 17
Moving up the value chain has been the guiding across the entire value chain. Our accent on collaborating
principle for Jubilant's growth strategy since inception. with global customers at every stage of the value chain
Driven by its strong product and process capabilities without competing with them in the marketplace
acquired over the past 27 years, we have constantly distinguishes it as a reliable and long-term partner for our
moved up the value chain in the pharmaceuticals and life customers.
sciences chemicals business. From an advance
Organic and inorganic initiatives aimed at creating a
intermediates manufacturer, Jubilant ascended to
more robust platform for faster growth have been
Custom Research and Manufacturing Services (CRAMS),
implemented by Jubilant in the past, enabling us to get
expanding into the area of Active Pharmaceutical
“The CRAMS business which is the largest component of Pharma & Life Sciences business
segment continued to enhance its position in international markets.”
Ingredients (APIs), and later entering the high potential ahead on the learning curve and enhance our global
segment of drug discovery and development services and footprint. We have been able to make well-evaluated
dosage forms. Jubilant today has a comprehensive acquisitions both in India and abroad that have
service offering encompassing the entire spectrum from augmented our offerings portfolio and helped us quickly
early stage lead generation and optimization to gain a strong foothold in key Western markets. At the
development of formulations and clinical research same time, timely investments in expansion of existing
operations from phase I to IV. capacities and creation of fresh capacities across
businesses from CRAMS and APIs to clinical research are
Innovation through the application of accumulated
enabling Jubilant to meet the ever increasing
scientific knowledge has been one of the key enablers in
requirements of its customers across more than 50
Jubilant's transformation into a Science Active
countries. We continued to undertake such initiatives
organization catering to the highly demanding
during the financial year under review, and it is our intent
requirements of discerning customers in a ver y
to continually evaluate inorganic growth opportunities
competitive global marketplace. The Company's
that hold attractive long term promise and also invest,
knowledge-driven, innovation-led approach pervades all
whenever necessary, in organic initiatives that are likely
functional areas, reaching beyond product R&D and
to strengthen our operating profile.
allowing it to provide on-time, customer-specific
solutions and services at competitive cost on a consistent Jubilant's business model, in its own definitive
basis. This in turn has helped us forge long sustaining manner, supports and reinforces our business strategy.
relationships with global pharmaceutical, biotech and Our operations are integrated, but organized in three
agrochemical companies. We will leverage these business segments that reflect different market dynamics
relationships to expand its business with these customers which in turn drive their respective strategic directions.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
16 17
Each of these business segments, however, are businesses in India and overseas to fuel growth in this
interlinked due to the roles they play at various stages of business segment. The Industrial Chemicals business
the product value chain and help the Company derive provides steady cash flows without necessitating any
more value out of its operations. significant investment of management time and capital.
The surplus cash from this business enables investments
The Pharmaceuticals and Life Science Chemicals
in high growth businesses. At the same time, the
business, which is the focus business area for Jubilant
Industrial Chemicals business also provides us with
Organosys, is the key growth driver. We have invested in
many of our key raw materials, providing competitive
capital expenditure to strengthen our R&D and
edge to Pharmaceuticals and Life Science Chemicals
manufacturing capabilities and have acquired
business. The Performance Chemicals business, which creation. All of our competitive strengths have either
allows us to maximize asset utilization and leverage our arisen out of the way we manage our operations or been
manufacturing expertise, is undergoing a transformation acquired over the years.
to make the Company more profitable. Some benefits of
Thrust on innovation
that have already been visible in FY 2006 and we intend
to further enhance our market presence in select product At Jubilant, innovation is a core business process
segments while rationalizing the current product profile and a sustainable route to long-term growth. We have a
to expand this business. well-established and successful R&D function that plays
a vital role in driving our strategies to become a high
This business model is expected to enable Jubilant to
value and trusted partner to the global pharma and life
significantly increase the contribution of
sciences industr y. Jubilant invests about 6% of
Pharmaceuticals and Life Science Chemicals business to
pharmaceuticals & life sciences revenues on R&D, which
overall revenues and earnings over the next 2-3 years,
is in line with the industry average in the country.
while allowing us to maintain cost leadership position
Jubilant's multi-pronged R&D initiatives are aimed at
across all of the businesses.
enabling market expansion by introducing new
COMPETITIVE STRENGTHS products, creating customized solutions and thereby
strengthening customer engagements, and enhancing
The multiple competitive strengths that Jubilant
manufacturing processes which result in greater
Organosys enjoys are aided by a robust business model,
competitiveness. Our R&D laboratories and facilities are
an organizational culture that encourages innovation and
spread over 4 locations with around 295,000 sq. ft.
promotes quality-consciousness, and professional
dedicated to this activity.
management that remains focused on long-term value
business. The Performance Chemicals business, which creation. All of our competitive strengths have either
allows us to maximize asset utilization and leverage our arisen out of the way we manage our operations or been
manufacturing expertise, is undergoing a transformation acquired over the years.
to make the Company more profitable. Some benefits of
Thrust on innovation
that have already been visible in FY 2006 and we intend
to further enhance our market presence in select product At Jubilant, innovation is a core business process
segments while rationalizing the current product profile and a sustainable route to long-term growth. We have a
to expand this business. well-established and successful R&D function that plays
a vital role in driving our strategies to become a high
This business model is expected to enable Jubilant to
value and trusted partner to the global pharma and life
significantly increase the contribution of
sciences industr y. Jubilant invests about 6% of
Pharmaceuticals and Life Science Chemicals business to
pharmaceuticals & life sciences revenues on R&D, which
overall revenues and earnings over the next 2-3 years,
is in line with the industry average in the country.
while allowing us to maintain cost leadership position
Jubilant's multi-pronged R&D initiatives are aimed at
across all of the businesses.
enabling market expansion by introducing new
COMPETITIVE STRENGTHS products, creating customized solutions and thereby
strengthening customer engagements, and enhancing
The multiple competitive strengths that Jubilant
manufacturing processes which result in greater
Organosys enjoys are aided by a robust business model,
competitiveness. Our R&D laboratories and facilities are
an organizational culture that encourages innovation and
spread over 4 locations with around 295,000 sq. ft.
promotes quality-consciousness, and professional
dedicated to this activity.
management that remains focused on long-term value
chain management systems contribute significant cost Jubilant Pharmaceuticals, Inc. (earlier known as Trigen mix of executive and independent directors, our Chemicals segment, without a commensurate increase in
savings, increasing operating efficiencies across the Laboratories), a US-based generic pharma company. management team is characterised by highly experienced prices of finished products during the first eight months
organization and fostering a quality-oriented mindset This follows the acquisition of two Europe-based pharma and capable professionals. Cognizant of the fact that of the financial year. This has resulted in a decline in
among employees. companies by us in the preceding fiscal year. These without a highly capable and talented management EBITDA margin to 15.7%. The pharmaceuticals and life
initiatives, combined with the Company’s deep-rooted team, it would be impossible for us to achieve our long science chemicals business had an EBITDA margin
Strong customer relationships
relationships with customers in more than 50 countries term strategic objectives, We have an ongoing of 23%.
Jubilant Organosys is well entrenched in the global that it exports to, provide it with a powerful competitive programme to recruit and retain key talent to consistently
Earnings before Depreciation and Tax (EBDT)
marketplace, with strong relationships with almost all the advantage that now acts as a key differentiator. deliver outstanding performance.
increased by 8.5% to Rs.2.19 billion due to growth in
large players in the life sciences industry worldwide. This
Best-of-class corporate governance practices and OVERVIEW OF SEGMENT WISE BUSINESS pharmaceuticals and life sciences business. Interest cost
has been enabled by the Company's history of providing
professional management PERFORMANCE reduced by 21.4% to Rs.173 million despite increase in
products and ser vices to pharmaceutical and
debt to support growth.
agrochemical companies and our early investments in The rapid and significant success that Jubilant has The financial year 2006 has been a year of
R&D. Resultantly, today 15 of the top 20 pharmaceutical achieved so far in its operations has been the collective consolidation. We entered some new businesses and Earning before Interest and Tax (EBIT) was
companies and 7 of the top 10 agrochemical companies outcome of various initiatives and policies adopted by us, further strengthened our existing businesses which has mar g inally lower b y 0.3% a t R s . 1 . 8 5 m il l io n.
in the world are Jubilant customers. These customers, with adherence to high standards in corporate created a strong foundation for future growth. The Depreciation increased by 34.6% to Rs.513 million due
spread over more than 50 countries across the globe, governance being one of them. Jubilant was among the pharmaceuticals and life science chemicals business, to significant capital expenditure during the year.
have come to expect the best of quality and customer first few Indian companies to voluntarily disclose US which is our future growth driver, was the primary driver Pharmaceuticals and Life Science Chemicals business
service from Jubilant Organosys. We leverage our GAAP accounts. It is among a handful of progressive of growth in both the net sales and profit of the Company. recorded 13.6% increase in EBIT due to improved
knowledge and technical skills to engage with and companies that issue a Corporate Sustainability Report performance in CRAMS and Drug Discovery business.
Financial Performance
expand the breadth of our relationships with these annually that follows GRI standards, the international Industrial Chemicals witnessed a decline in EBIT by 24%
customers, providing them with the quality and standards on such reporting. Net sales of the Company on the consolidated basis to Rs. 631 million due to higher input costs.
recorded a growth of 28.6% to Rs.15.05 billion. The
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
20 21
Global scale in manufacturing standards they demand at all times. Always driven by our strong set of corporate values revenue from international markets increased 41.7% to
and the intent to benchmark itself with the best globally, Rs.5.95 billion contributing to 39.5% of the net sales of
Jubilant has created efficient, vertically integrated Global footprint with presence
Jubilant Organosys ensured compliance with Clause 49 the Company. The sales to regulated markets had 64.9%
manufacturing facilities with global scale of operations in
Complementing Jubilant's focus on innovation and requirements of SEBI on corporate governance much share of international sales.
all its key products. This allows us to optimally map
customer relationships is our equally important strategy ahead of the deadline during the year under review, and
market trends and cater to specific customer Earnings before Interest, Depreciation, Tax and
of strengthening and expanding our geographic footprint. went a step further by also completing necessary
requirements, which in turn provides us the stability of Amortisation (EBITDA) increased by 5.6% to Rs.2.37
During FY 2006, the Company acquired Clinsys, Inc. documentation as per Sarbanes-Oxley Act of USA.
business and economies of scale. Our six sigma based billion. This growth was achieved despite a sharp
(earlier known as Target Research Associates) which is a
quality initiatives and the efficient logistics and supply While, our Board of Directors represents a balanced increase in input material cost, especially in Industrial
clinical research organization (CRO) in the US, and
chain management systems contribute significant cost Jubilant Pharmaceuticals, Inc. (earlier known as Trigen mix of executive and independent directors, our Chemicals segment, without a commensurate increase in
savings, increasing operating efficiencies across the Laboratories), a US-based generic pharma company. management team is characterised by highly experienced prices of finished products during the first eight months
organization and fostering a quality-oriented mindset This follows the acquisition of two Europe-based pharma and capable professionals. Cognizant of the fact that of the financial year. This has resulted in a decline in
among employees. companies by us in the preceding fiscal year. These without a highly capable and talented management EBITDA margin to 15.7%. The pharmaceuticals and life
initiatives, combined with the Company’s deep-rooted team, it would be impossible for us to achieve our long science chemicals business had an EBITDA margin
Strong customer relationships
relationships with customers in more than 50 countries term strategic objectives, We have an ongoing of 23%.
Jubilant Organosys is well entrenched in the global that it exports to, provide it with a powerful competitive programme to recruit and retain key talent to consistently
Earnings before Depreciation and Tax (EBDT)
marketplace, with strong relationships with almost all the advantage that now acts as a key differentiator. deliver outstanding performance.
increased by 8.5% to Rs.2.19 billion due to growth in
large players in the life sciences industry worldwide. This
Best-of-class corporate governance practices and OVERVIEW OF SEGMENT WISE BUSINESS pharmaceuticals and life sciences business. Interest cost
has been enabled by the Company's history of providing
professional management PERFORMANCE reduced by 21.4% to Rs.173 million despite increase in
products and ser vices to pharmaceutical and
debt to support growth.
agrochemical companies and our early investments in The rapid and significant success that Jubilant has The financial year 2006 has been a year of
R&D. Resultantly, today 15 of the top 20 pharmaceutical achieved so far in its operations has been the collective consolidation. We entered some new businesses and Earning before Interest and Tax (EBIT) was
companies and 7 of the top 10 agrochemical companies outcome of various initiatives and policies adopted by us, further strengthened our existing businesses which has mar g inally lower b y 0.3% a t R s . 1 . 8 5 m il l io n.
in the world are Jubilant customers. These customers, with adherence to high standards in corporate created a strong foundation for future growth. The Depreciation increased by 34.6% to Rs.513 million due
spread over more than 50 countries across the globe, governance being one of them. Jubilant was among the pharmaceuticals and life science chemicals business, to significant capital expenditure during the year.
have come to expect the best of quality and customer first few Indian companies to voluntarily disclose US which is our future growth driver, was the primary driver Pharmaceuticals and Life Science Chemicals business
service from Jubilant Organosys. We leverage our GAAP accounts. It is among a handful of progressive of growth in both the net sales and profit of the Company. recorded 13.6% increase in EBIT due to improved
knowledge and technical skills to engage with and companies that issue a Corporate Sustainability Report performance in CRAMS and Drug Discovery business.
Financial Performance
expand the breadth of our relationships with these annually that follows GRI standards, the international Industrial Chemicals witnessed a decline in EBIT by 24%
customers, providing them with the quality and standards on such reporting. Net sales of the Company on the consolidated basis to Rs. 631 million due to higher input costs.
recorded a growth of 28.6% to Rs.15.05 billion. The
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
20 21
The Performance Chemicals business recorded five Pharmaceuticals and Life Science Chemicals
fold EBIT increase to Rs. 122 million.
Our Pharmaceuticals and Life Science Chemicals
The Profit before Tax (PBT) increased by 2.4% to business is the focus business segment and would drive the
Rs. 1.68 billion whereas the Profit after Tax (PAT) growth of the Company. This business segment is the fastest
increased by 8.8% to Rs. 1.3 billion resulting in an growing segment today recording a growth of 41.2% during
EPS of Rs. 8.58 on a fully diluted basis for a FY 2006 to achieve net sales of Rs. 6.84 billion. This
Re. 1 Share. business contributed 45.4% of the net sales of the Company
in FY 2006 as compared to 41.4% in FY 2005. In terms of
Operational Performance
EBIT, Pharma & Life Sciences business had 62.6% share of
The business of Jubilant Organosys is divided into the total EBIT of the Company. With the growth in this
“The financial year 2006 has been a year of consolidation. We entered some
new businesses and further strengthened our existing businesses which has
created a strong foundation for future growth.”
“Our Pharmaceuticals and Life Science Chemicals business is the focus business
segment and would drive the growth of the Company”
three main business segments based on the nature of business during the FY 2006, the Company is on course to
their end-use industries and product application. achieve its target of 70% of its net sales coming from this
These business segments are: business over the next 2-3 years.
. Pharmaceuticals & Life Science Chemicals International markets especially the regulated markets
are the key drivers of growth for this business. During the
. Industrial Chemicals and
year, International sales contributed 76% of the net sales of
. Performance Chemicals this business. Sales to regulated markets of North America,
Europe and Japan contributed 51%, sales in India 23.3%,
Pharmaceuticals & Life Science Chemicals
sales to China 20.7% and other unregulated markets 5%.
business is the key growth driver for the Company.
The sales to China more than doubled in FY 2006 due to
Jubilant has made significant investment in this
strong demand for advance intermediates and fine
business area in terms of capital expenditure to
chemicals.
enhance manufacturing and R&D capabilities and
investments to acquire a generic pharmaceuticals Jubilant strengthened its presence across the value
company and CRO in the US. Industrial Chemicals chain during the year by entering the generic
business provides steady cash flow and the pharmaceutical market of USA through acquisition of Trinity
Performance Chemicals has recorded encouraging Laboratories, Inc. (renamed Trigen Laboratories, Inc.) and
performance in select product categories. its wholly owned subsidiary Trigen Laboratories, Inc.
(renamed Jubilant Pharmaceuticals, Inc.). Jubilant
The profile, performance and accomplishments of
Pharmaceuticals has US FDA approved solid dosage forms
each of these businesses are discussed on the
manufacturing facility at Maryland, USA which will help us
following pages.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
22 23
The Performance Chemicals business recorded five Pharmaceuticals and Life Science Chemicals
fold EBIT increase to Rs. 122 million.
Our Pharmaceuticals and Life Science Chemicals
The Profit before Tax (PBT) increased by 2.4% to business is the focus business segment and would drive the
Rs. 1.68 billion whereas the Profit after Tax (PAT) growth of the Company. This business segment is the fastest
increased by 8.8% to Rs. 1.3 billion resulting in an growing segment today recording a growth of 41.2% during
EPS of Rs. 8.58 on a fully diluted basis for a FY 2006 to achieve net sales of Rs. 6.84 billion. This
Re. 1 Share. business contributed 45.4% of the net sales of the Company
in FY 2006 as compared to 41.4% in FY 2005. In terms of
Operational Performance
EBIT, Pharma & Life Sciences business had 62.6% share of
The business of Jubilant Organosys is divided into the total EBIT of the Company. With the growth in this
“The financial year 2006 has been a year of consolidation. We entered some
new businesses and further strengthened our existing businesses which has
created a strong foundation for future growth.”
“Our Pharmaceuticals and Life Science Chemicals business is the focus business
segment and would drive the growth of the Company”
three main business segments based on the nature of business during the FY 2006, the Company is on course to
their end-use industries and product application. achieve its target of 70% of its net sales coming from this
These business segments are: business over the next 2-3 years.
. Pharmaceuticals & Life Science Chemicals International markets especially the regulated markets
are the key drivers of growth for this business. During the
. Industrial Chemicals and
year, International sales contributed 76% of the net sales of
. Performance Chemicals this business. Sales to regulated markets of North America,
Europe and Japan contributed 51%, sales in India 23.3%,
Pharmaceuticals & Life Science Chemicals
sales to China 20.7% and other unregulated markets 5%.
business is the key growth driver for the Company.
The sales to China more than doubled in FY 2006 due to
Jubilant has made significant investment in this
strong demand for advance intermediates and fine
business area in terms of capital expenditure to
chemicals.
enhance manufacturing and R&D capabilities and
investments to acquire a generic pharmaceuticals Jubilant strengthened its presence across the value
company and CRO in the US. Industrial Chemicals chain during the year by entering the generic
business provides steady cash flow and the pharmaceutical market of USA through acquisition of Trinity
Performance Chemicals has recorded encouraging Laboratories, Inc. (renamed Trigen Laboratories, Inc.) and
performance in select product categories. its wholly owned subsidiary Trigen Laboratories, Inc.
(renamed Jubilant Pharmaceuticals, Inc.). Jubilant
The profile, performance and accomplishments of
Pharmaceuticals has US FDA approved solid dosage forms
each of these businesses are discussed on the
manufacturing facility at Maryland, USA which will help us
following pages.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
22 23
access the growing market of supply to US Federal this business which have been built over the last decade
Government. The Company through its subsidiary, and have stood the test of time, enhanced further with
Jubilant Biosys, entered into collaborative Drug expansion in size of the contracts for existing relationship
Discovery business. Jubilant in one of its kind deal and entry into new areas of business. We further enhanced
acquired 100% equity in US based Clinical Research our capabilities by setting up new multi purpose plants for
Organization, Target Research Associates, Inc. commercial supplies in large quantities and expanding our
(renamed Clinsys, Inc.). This acquisition provides the existing kilo lab facility.
Company strong customer relationships with large
During the year under review, this business recorded a
global pharmaceutical companies and would help
optimally utilize the strength of India in the area of growth of 33.6% and contributed 61% to the net sales of during the year under review. During the year, the now globally the largest manufacturer. We are confident
clinical research and clinical data management. pharmaceuticals and life sciences business segment. The formaldehyde capacity was also increased by that in a few other fine chemicals, the Company will
sales to international markets increased by 52.5%. While 64,000 tpa. achieve global leadership during the next few years.
Jubilant today has a presence across the value
sales to regulated markets increased by 13%, sales to China Jubilant's vitamin business where we make niacin . Custom research business where we focus on
chain which makes it the ideal partners for both drug
went up by 93.4%. This is the true reflection of the and niacinamide both for human pharma and cosmetic developing advance intermediates and fine chemicals in
discovery and generic pharmaceuticals companies.
strengths of this business i.e. the cost effectiveness to consumption and animal feed, witnessed a robust small quantities at the lab scale on FTE or molecule basis
The Pharmaceuticals and Life Science Chemicals expand in the Chinese market and high standards on quality growth. The demand for our high quality products in this and seamlessly scaling it up to commercial quantities is
business is divided into five main business areas – and timeliness of delivery to strengthen our relationships in product categor y increased significantly from the the fast growing business in CRAMS. Our strong
Custom Research and Manufacturing Services for regulated markets. regulated markets. With backward integration to Beta chemistry knowledge helps us in undertaking the process
advance intermediates and fine chemicals; Active
. Custom manufacturing, where we supply advance picoline which is the basic building block for our vitamins development and optimization for these products. During
Pharmaceutical Ingredients; Dosage Forms; Food
intermediates and fine chemicals in large quantities for in- products, Jubilant is well placed to utilize the synergies the year, we have signed up with large US and European
Polymers; and Drug Discover y & Development
market pharmaceutical and agrochemical actives, and capture larger market share in the global market. pharmaceuticals companies for such projects. In view of
Services. The developments in each of the business
witnessed a surge in demand in some of the key markets. the strong demand from our customers, we expanded the
areas are detailed in the following paragraphs. In the fine chemicals business, our existing capacities
The demand from the existing customers also increased capacity of our kilo lab to 4500lt / reactor vol..
being fully booked, necessitating setting up of new
CUSTOM RESEARCH AND MANUFACTURING over the last one year. plants. During the year, we commercialized two new R&D is the key growth driver for our CRAMS business
SERVICES (CRAMS)
Jubilant further consolidated its global position in multi-purpose plants which would be utilized for supply as the Company differentiates itself as a custom research
The CRAMS business which is the largest pyridine and its derivatives where the Company has the of new fine chemicals which we have developed. and manufacturing company where we develop our own
component of Pharma & Life Sciences business distinction of being globally the second largest manufacturer manufacturing processes rather than taking the
In Aminopyridines with 65% market share and
segment continued to enhance its position in the and the fastest growing player. The manufacturing capacity technology from our customers. This focus on developing
Collidines and Lutidines 35% market share, Jubilant is
international markets. Our customer relationships in for pyridine and its derivatives was increased to 28,000 tpa our own processes to manufacture the products and to
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
24 25
access the growing market of supply to US Federal this business which have been built over the last decade
Government. The Company through its subsidiary, and have stood the test of time, enhanced further with
Jubilant Biosys, entered into collaborative Drug expansion in size of the contracts for existing relationship
Discovery business. Jubilant in one of its kind deal and entry into new areas of business. We further enhanced
acquired 100% equity in US based Clinical Research our capabilities by setting up new multi purpose plants for
Organization, Target Research Associates, Inc. commercial supplies in large quantities and expanding our
(renamed Clinsys, Inc.). This acquisition provides the existing kilo lab facility.
Company strong customer relationships with large
During the year under review, this business recorded a
global pharmaceutical companies and would help
optimally utilize the strength of India in the area of growth of 33.6% and contributed 61% to the net sales of during the year under review. During the year, the now globally the largest manufacturer. We are confident
clinical research and clinical data management. pharmaceuticals and life sciences business segment. The formaldehyde capacity was also increased by that in a few other fine chemicals, the Company will
sales to international markets increased by 52.5%. While 64,000 tpa. achieve global leadership during the next few years.
Jubilant today has a presence across the value
sales to regulated markets increased by 13%, sales to China Jubilant's vitamin business where we make niacin . Custom research business where we focus on
chain which makes it the ideal partners for both drug
went up by 93.4%. This is the true reflection of the and niacinamide both for human pharma and cosmetic developing advance intermediates and fine chemicals in
discovery and generic pharmaceuticals companies.
strengths of this business i.e. the cost effectiveness to consumption and animal feed, witnessed a robust small quantities at the lab scale on FTE or molecule basis
The Pharmaceuticals and Life Science Chemicals expand in the Chinese market and high standards on quality growth. The demand for our high quality products in this and seamlessly scaling it up to commercial quantities is
business is divided into five main business areas – and timeliness of delivery to strengthen our relationships in product categor y increased significantly from the the fast growing business in CRAMS. Our strong
Custom Research and Manufacturing Services for regulated markets. regulated markets. With backward integration to Beta chemistry knowledge helps us in undertaking the process
advance intermediates and fine chemicals; Active
. Custom manufacturing, where we supply advance picoline which is the basic building block for our vitamins development and optimization for these products. During
Pharmaceutical Ingredients; Dosage Forms; Food
intermediates and fine chemicals in large quantities for in- products, Jubilant is well placed to utilize the synergies the year, we have signed up with large US and European
Polymers; and Drug Discover y & Development
market pharmaceutical and agrochemical actives, and capture larger market share in the global market. pharmaceuticals companies for such projects. In view of
Services. The developments in each of the business
witnessed a surge in demand in some of the key markets. the strong demand from our customers, we expanded the
areas are detailed in the following paragraphs. In the fine chemicals business, our existing capacities
The demand from the existing customers also increased capacity of our kilo lab to 4500lt / reactor vol..
being fully booked, necessitating setting up of new
CUSTOM RESEARCH AND MANUFACTURING over the last one year. plants. During the year, we commercialized two new R&D is the key growth driver for our CRAMS business
SERVICES (CRAMS)
Jubilant further consolidated its global position in multi-purpose plants which would be utilized for supply as the Company differentiates itself as a custom research
The CRAMS business which is the largest pyridine and its derivatives where the Company has the of new fine chemicals which we have developed. and manufacturing company where we develop our own
component of Pharma & Life Sciences business distinction of being globally the second largest manufacturer manufacturing processes rather than taking the
In Aminopyridines with 65% market share and
segment continued to enhance its position in the and the fastest growing player. The manufacturing capacity technology from our customers. This focus on developing
Collidines and Lutidines 35% market share, Jubilant is
international markets. Our customer relationships in for pyridine and its derivatives was increased to 28,000 tpa our own processes to manufacture the products and to
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
24 25
“Jubilant today has a presence across the value chain which makes it the ideal “With backward integration to basic building blocks, Jubilant is well placed to
partners for both drug discovery and generic pharmaceuticals companies. ” utilize the synergies and capture larger market share in the global market.”
continuously improve those processes ensures high Outlook Active Pharmaceutical Ingredients (APIs) market witnessed a decline in the prices of some of our
standards in quality and cost. As the technology is APIs during the year, but we were able to increase the sales
This business is expected to continue its high growth APIs business recorded steady growth during
proprietary to Jubilant, we are able to service many volume to compensate for decline in prices. The improved
trajectory due to strong customer relationships, which will financial year 2006. The net sales recorded a growth
customers and thus reduce the risk of dependence on manufacturing process adopted by us also helped maintain
be fully suppor ted by skilled manufacturing and of 17.8% in FY 2006. During the year under review,
few customers. profitability in such products.
experienced R&D teams. The confidence of our customers Jubilant Organosys filed 5 DMFs in the US market and
During the year, the development work undertaken in our ability to consistently deliver quality products and 9 EDMFs for the European market. At present, The Company has a position of strength in the global
to enter the Japanese market yielded results and we offer customized solutions by leveraging our robust R&D 15 products are available at the commercial scale, market as API supplier to generic companies in the CNS
achieved some good breakthroughs in this market. and manufacturing platform is reflected in several long term 11 products can be supplied from our semi- category. This is expected to be further reinforced with the
Japan being one of the largest pharmaceuticals contracts that they have signed with us. The annual commercial plant and another 19 products are under launch, during FY 2007, of another generic drug which
markets, which has only recently started opening up contracts we have already signed with our global customers development in R&D. The strong pipeline of products witnessed a delay in launch due to granting of pediatric
to outsourcing, is a high potential market for our are worth approximately US$70 million. In addition to such for which patents are going to expire over the next five exclusivity in USA. During the last quarter of FY 2006 the
CRAMS business. annual contracts, we also execute half yearly and quarterly years, puts Jubilant in a position of strength in APIs initial quantities for building the pipelines were exported by
contracts for supply of materials. We propose to capitalize market and specially in therapeutic segments of CNS, Jubilant Organosys.
Our strong chemistry skills, ability to seamlessly
on our existing customer relationships by expanding the CVS, Gastro Intestinal, Diabetics and Anti-infective.
scale up from mg / g quantities at the lab scale to MT Our APIs business continued to have focus on the
quantum of business with them and expand our presence in
quantities through commercial scale multi purpose The Company launched a CNS drug in the regulated markets of USA, Europe and Japan. Our exports
high potential markets such as Japan. To support these
plants, a strong R&D team and long standing European market after the expiry of patent in May to USA and European market recorded healthy growth
growth initiatives, we plan to develop several new products,
customer relationships based on our commitment to 2005 and the product is now exported to 23 countries during the year. International sales contributed 72.5% of
expand our manufacturing capacities in CRAMS business
quality and timeliness of delivery, makes Jubilant in Europe. Our efforts to expand the market for the net sales of this business of which 43.4% of the sales
significantly and further strengthen our R&D to be the
Organosys the outsourcing partner of choice to global another CNS drug yielded results during the year with comes from regulated markets and balance 29.1% from
preferred partner with all our customers.
pharmaceutical and agrochemical companies. exports to the US market gaining momentum. The other international markets. Jubilant also entered the Latin
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
26 27
“Jubilant today has a presence across the value chain which makes it the ideal “With backward integration to basic building blocks, Jubilant is well placed to
partners for both drug discovery and generic pharmaceuticals companies. ” utilize the synergies and capture larger market share in the global market.”
continuously improve those processes ensures high Outlook Active Pharmaceutical Ingredients (APIs) market witnessed a decline in the prices of some of our
standards in quality and cost. As the technology is APIs during the year, but we were able to increase the sales
This business is expected to continue its high growth APIs business recorded steady growth during
proprietary to Jubilant, we are able to service many volume to compensate for decline in prices. The improved
trajectory due to strong customer relationships, which will financial year 2006. The net sales recorded a growth
customers and thus reduce the risk of dependence on manufacturing process adopted by us also helped maintain
be fully suppor ted by skilled manufacturing and of 17.8% in FY 2006. During the year under review,
few customers. profitability in such products.
experienced R&D teams. The confidence of our customers Jubilant Organosys filed 5 DMFs in the US market and
During the year, the development work undertaken in our ability to consistently deliver quality products and 9 EDMFs for the European market. At present, The Company has a position of strength in the global
to enter the Japanese market yielded results and we offer customized solutions by leveraging our robust R&D 15 products are available at the commercial scale, market as API supplier to generic companies in the CNS
achieved some good breakthroughs in this market. and manufacturing platform is reflected in several long term 11 products can be supplied from our semi- category. This is expected to be further reinforced with the
Japan being one of the largest pharmaceuticals contracts that they have signed with us. The annual commercial plant and another 19 products are under launch, during FY 2007, of another generic drug which
markets, which has only recently started opening up contracts we have already signed with our global customers development in R&D. The strong pipeline of products witnessed a delay in launch due to granting of pediatric
to outsourcing, is a high potential market for our are worth approximately US$70 million. In addition to such for which patents are going to expire over the next five exclusivity in USA. During the last quarter of FY 2006 the
CRAMS business. annual contracts, we also execute half yearly and quarterly years, puts Jubilant in a position of strength in APIs initial quantities for building the pipelines were exported by
contracts for supply of materials. We propose to capitalize market and specially in therapeutic segments of CNS, Jubilant Organosys.
Our strong chemistry skills, ability to seamlessly
on our existing customer relationships by expanding the CVS, Gastro Intestinal, Diabetics and Anti-infective.
scale up from mg / g quantities at the lab scale to MT Our APIs business continued to have focus on the
quantum of business with them and expand our presence in
quantities through commercial scale multi purpose The Company launched a CNS drug in the regulated markets of USA, Europe and Japan. Our exports
high potential markets such as Japan. To support these
plants, a strong R&D team and long standing European market after the expiry of patent in May to USA and European market recorded healthy growth
growth initiatives, we plan to develop several new products,
customer relationships based on our commitment to 2005 and the product is now exported to 23 countries during the year. International sales contributed 72.5% of
expand our manufacturing capacities in CRAMS business
quality and timeliness of delivery, makes Jubilant in Europe. Our efforts to expand the market for the net sales of this business of which 43.4% of the sales
significantly and further strengthen our R&D to be the
Organosys the outsourcing partner of choice to global another CNS drug yielded results during the year with comes from regulated markets and balance 29.1% from
preferred partner with all our customers.
pharmaceutical and agrochemical companies. exports to the US market gaining momentum. The other international markets. Jubilant also entered the Latin
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
26 27
American market, which has vast potential in some of drive our future growth. The APIs R&D has initiated
our key products. We expect these markets to witness development work for a range of niche APIs also.
high growth during the current financial year
DOSAGE FORMS
Keeping in view the large pipeline of products,
Dosage Forms is the logical step up the value chain for
Jubilant Organosys set up two new commercial scale
Jubilant Organosys after establishing its presence as a
manufacturing units at Nanjangud. A new plant for
leading API player in India in focus therapeutic categories.
Oxcarbazepine has been set up to support the growth
As part of the strategy, in 2004, the Company acquired
plans for this product over the next couple of years.
80% stake in PSI and PSI Supply to have a presence in
The Company also set up a new multi purpose plant
dosage forms market of Europe.
for the commercial production of new products which Jubilant Organosys expanded its presence in the will be able to utilize the fast growing demand from US expect this will help overcome the temporary decline in
will be launched during FY 2007. Our plant for regulated markets in the Dosage Forms business by Federal Government. It has signed a 5-year contract with the performance.
Lamotrigine is the first plant to get US FDA approval acquiring a US based generic pharmaceuticals company. In the US Veterans Administration for supply of a drug.
The Dosage Forms development center in Noida
outside of USA and Europe. This will help us start with June 2005, the Company acquired 66.61% equity stake in Jubilant Pharmaceutical already has distribution tie-ups
undertakes development of products for the US and
a position of strength in the US market where the Trinity Laboratories, Inc. (renamed Trigen Laboratories, Inc.) with two distribution companies in US and would expand
European markets. We have a dedicated team of 66
patent for Lamotrigine is expiring in October 2007. A and its wholly owned subsidiary Trigen Laboratories, Inc. its distribution network further to strengthen its position
scientists for Dosage Forms to develop immediate release
state of the art pilot plant has also been set up which (renamed Jubilant Pharmaceuticals, Inc.). Jubilant as a generic pharmaceutical company. The Dosage Form
and modified release products. This strong pipeline of
will help speed up APIs commercialization. Pharmaceuticals has a US FDA approved manufacturing business recorded a sales of Rs. 409 million in FY 2006.
products will help us expand our product portfolio
facility for solid dosage forms in Maryland, USA. This plant
R&D and IPR are of prime importance for the API PSI & PSI Supply witnessed a decline in business significantly over the next couple of years.
has the capacity to manufacture 650 million tablets and 47
business. We currently have 96 scientists dedicated to during the FY 2006. The business of PSI was impacted
million capsules per shift per year. The Company paid Outlook
API development and an IPR team of 6 employees. by the macro changes in the pharmaceuticals business
US$14.25 million of which US$8.25 million has been paid The acquired US generic company is being integrated
environment in Europe. Europe witnessed several mega
Outook to the existing shareholders and the balance of US$6 and supported by a strong pipeline of products from
mergers, Indian companies becoming more active in this
million has been utilized as growth capital. Jubilant India. This business is expected to record robust growth
With the enhanced product portfolio, the APIs market and changes in regulations in some of the key
Organosys will invest another US$6 million during this at the back of our signing 5 years contract with Veterans
business is expected to record higher growth in sales markets resulting in pricing pressure. Due to these
calendar year in growth capital which will increase the administration of US Federal Government and doubling
during FY 2007. Innovation will help maintain cost factors, the sales and profitability of PSI witnessed a dip.
Company's holding in Trigen Laboratories to 75%. Jubilant of the manufacturing capacity in Maryland, USA.
leadership and launch of new products in the market. To overcome these problems, we have developed several
Pharmaceuticals currently has 7 approved ANDAs and
The Company plans to file 8-10 DMFs every year over new products for the European market with backward In Europe we plan to expand the geographic presence
another 2 ANDAs are pending approval and another 8-10
the next few years. We currently have a pipeline of 11 integration to APIs and have strengthened the to several new markets which will help enhance our
ANDAs are expected to be filed during the current year. With
products available through semi commercial plants management team to better service these markets. We revenue base and improve the bottomline.
the manufacturing facility in USA, Jubilant Pharmaceuticals
and 19 products in various stages of R&D which will
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
28 29
American market, which has vast potential in some of drive our future growth. The APIs R&D has initiated
our key products. We expect these markets to witness development work for a range of niche APIs also.
high growth during the current financial year
DOSAGE FORMS
Keeping in view the large pipeline of products,
Dosage Forms is the logical step up the value chain for
Jubilant Organosys set up two new commercial scale
Jubilant Organosys after establishing its presence as a
manufacturing units at Nanjangud. A new plant for
leading API player in India in focus therapeutic categories.
Oxcarbazepine has been set up to support the growth
As part of the strategy, in 2004, the Company acquired
plans for this product over the next couple of years.
80% stake in PSI and PSI Supply to have a presence in
The Company also set up a new multi purpose plant
dosage forms market of Europe.
for the commercial production of new products which Jubilant Organosys expanded its presence in the will be able to utilize the fast growing demand from US expect this will help overcome the temporary decline in
will be launched during FY 2007. Our plant for regulated markets in the Dosage Forms business by Federal Government. It has signed a 5-year contract with the performance.
Lamotrigine is the first plant to get US FDA approval acquiring a US based generic pharmaceuticals company. In the US Veterans Administration for supply of a drug.
The Dosage Forms development center in Noida
outside of USA and Europe. This will help us start with June 2005, the Company acquired 66.61% equity stake in Jubilant Pharmaceutical already has distribution tie-ups
undertakes development of products for the US and
a position of strength in the US market where the Trinity Laboratories, Inc. (renamed Trigen Laboratories, Inc.) with two distribution companies in US and would expand
European markets. We have a dedicated team of 66
patent for Lamotrigine is expiring in October 2007. A and its wholly owned subsidiary Trigen Laboratories, Inc. its distribution network further to strengthen its position
scientists for Dosage Forms to develop immediate release
state of the art pilot plant has also been set up which (renamed Jubilant Pharmaceuticals, Inc.). Jubilant as a generic pharmaceutical company. The Dosage Form
and modified release products. This strong pipeline of
will help speed up APIs commercialization. Pharmaceuticals has a US FDA approved manufacturing business recorded a sales of Rs. 409 million in FY 2006.
products will help us expand our product portfolio
facility for solid dosage forms in Maryland, USA. This plant
R&D and IPR are of prime importance for the API PSI & PSI Supply witnessed a decline in business significantly over the next couple of years.
has the capacity to manufacture 650 million tablets and 47
business. We currently have 96 scientists dedicated to during the FY 2006. The business of PSI was impacted
million capsules per shift per year. The Company paid Outlook
API development and an IPR team of 6 employees. by the macro changes in the pharmaceuticals business
US$14.25 million of which US$8.25 million has been paid The acquired US generic company is being integrated
environment in Europe. Europe witnessed several mega
Outook to the existing shareholders and the balance of US$6 and supported by a strong pipeline of products from
mergers, Indian companies becoming more active in this
million has been utilized as growth capital. Jubilant India. This business is expected to record robust growth
With the enhanced product portfolio, the APIs market and changes in regulations in some of the key
Organosys will invest another US$6 million during this at the back of our signing 5 years contract with Veterans
business is expected to record higher growth in sales markets resulting in pricing pressure. Due to these
calendar year in growth capital which will increase the administration of US Federal Government and doubling
during FY 2007. Innovation will help maintain cost factors, the sales and profitability of PSI witnessed a dip.
Company's holding in Trigen Laboratories to 75%. Jubilant of the manufacturing capacity in Maryland, USA.
leadership and launch of new products in the market. To overcome these problems, we have developed several
Pharmaceuticals currently has 7 approved ANDAs and
The Company plans to file 8-10 DMFs every year over new products for the European market with backward In Europe we plan to expand the geographic presence
another 2 ANDAs are pending approval and another 8-10
the next few years. We currently have a pipeline of 11 integration to APIs and have strengthened the to several new markets which will help enhance our
ANDAs are expected to be filed during the current year. With
products available through semi commercial plants management team to better service these markets. We revenue base and improve the bottomline.
the manufacturing facility in USA, Jubilant Pharmaceuticals
and 19 products in various stages of R&D which will
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
28 29
With backward integration to APIs and in-house During the year under review, Jubilant entered into a
BA/BE facility, Jubilant will be able to develop and long term contract with a large confectionery company for
launch the new products at a faster pace as compared supply of solid PVA for their plants in USA and Europe. To
to its competitors both in the US and European enter into this contract, the Company had to forego sales to
markets. smaller players for the part of the year. This resulted in a
marginal decline in sales and profit during the year under
The new dosage form facility being set up in
review. The Company recorded net sales of Rs. 300 million
Uttaranchal and expected to star t commercial
in this business.
production during FY 2007 will initially support our
European foray and after necessary approvals from US Jubilant has backward integration to basic raw materials
authorities will initiate supplies for the US market. in this product and is internationally the only company
producing solid PVA through replenishable bio-mass. This
FOOD POLYMERS
unique process makes us the lowest cost producer in the
A small part of our pharmaceuticals and life world.
science chemicals portfolio, we manufacture and
Outlook
market solid PVA, which is used for multiple purposes.
However, Jubilant Organosys supplies solid PVA Food polymers business is expected to witness steady
mainly to global confectionery companies for chewing growth during financial year 2007 since we have contracts
gum and bubble gum. with large confectionery companies in place. To leverage our
strong relationships with these companies, our R&D has During the financial year under review, Clinsys India Ltd.
developed some new products for food industr y (earlier Jubilant Clinsys Ltd.), a 100% subsidiary of
which are expected to be launched during the current Jubilant Organosys, was set up to under take
financial year. bioavailability / bioequivalence (BA/BE) studies for
generic drug development. A 54 bed facility with in-
DRUG DISCOVERY & DEVELOPMENT SERVICES
house analytical facilities was set up at Noida to
Jubilant entered the services business in 2002 by conduct BA/BE studies and phase 1 clinical trials for new
setting up Jubilant Biosys to provide bio / chemo drug development.
informatics databases to drug discovery companies for
In the current scenario, majority of drug discovery
their early stage lead generation programme. Moving up
work is concentrated in the US. With an emphasis on
the value chain in drug discovery services business,
speeding up the process of drug development, these drug
Jubilant set up Jubilant Chemsys Ltd. to provide
discovery companies are collaborating with CROs to
medicinal chemistry services for lead optimization in new
outsource part of the drug development work. Keeping in
chemical entities development. We are working with
view this growing outsourcing of services, Jubilant
more than 50 global pharmaceuticals and biotech
acquired 100% stake in a US based clinical research
companies today providing them bio chemo informatics
organization, Target Research Associates, Inc. (renamed
databases and medicinal chemistry services on FTE or
Clinsys, Inc.) in October 2005 for US$33.5 million and
molecule basis.
working capital which is estimated to be US$1.07
The next logical step for the Company was to provide million. This acquisition provides us access to around 20
clinical research services for development of new drugs. existing customer relationships with US based
strong relationships with these companies, our R&D has During the financial year under review, Clinsys India Ltd.
developed some new products for food industr y (earlier Jubilant Clinsys Ltd.), a 100% subsidiary of
which are expected to be launched during the current Jubilant Organosys, was set up to under take
financial year. bioavailability / bioequivalence (BA/BE) studies for
generic drug development. A 54 bed facility with in-
DRUG DISCOVERY & DEVELOPMENT SERVICES
house analytical facilities was set up at Noida to
Jubilant entered the services business in 2002 by conduct BA/BE studies and phase 1 clinical trials for new
setting up Jubilant Biosys to provide bio / chemo drug development.
informatics databases to drug discovery companies for
In the current scenario, majority of drug discovery
their early stage lead generation programme. Moving up
work is concentrated in the US. With an emphasis on
the value chain in drug discovery services business,
speeding up the process of drug development, these drug
Jubilant set up Jubilant Chemsys Ltd. to provide
discovery companies are collaborating with CROs to
medicinal chemistry services for lead optimization in new
outsource part of the drug development work. Keeping in
chemical entities development. We are working with
view this growing outsourcing of services, Jubilant
more than 50 global pharmaceuticals and biotech
acquired 100% stake in a US based clinical research
companies today providing them bio chemo informatics
organization, Target Research Associates, Inc. (renamed
databases and medicinal chemistry services on FTE or
Clinsys, Inc.) in October 2005 for US$33.5 million and
molecule basis.
working capital which is estimated to be US$1.07
The next logical step for the Company was to provide million. This acquisition provides us access to around 20
clinical research services for development of new drugs. existing customer relationships with US based
“Discovery Research is driven by our concept of Structure Directed Drug Design (SDDD).
We offer flexible functional solutions in computational science, structural biology,
medicinal chemistry, in-vitro biology, PK/ADME and Discovery Biomarkers.”
& development has spiralled over the last many years. discovery and development informatics.
These factors have resulted in increasing pressure on
Jubilant Biosys provides services and products to more
the global pharmaceutical companies to outsource
than 50 innovator pharmaceutical and biotech companies.
part of the discovery and development work to
During the year, we expanded our customer base and
accelerate the launch of new drugs at a lower cost.
enhanced our presence in both the US and Japanese
Jubilant Organosys through its subsidiaries – Jubilant
m a r k e t s . We c u r r e n t l y h a v e 8 p r o d u c t s a n d t h e
Biosys, Jubilant Chemsys, Clinsys Inc. and Clinsys
development work is on to expand this product portfolio to
India – is well positioned to partner with innovator
around 20 products over the next few years.
pharmaceutical and biotech companies.
Discover y Research which involves informatics,
Drug Discovery & Development Services business
medicinal chemistry and biology is looked after by Jubilant
is sub-divided in four segments:
Biosys and Jubilant Chemsys. Discovery Research is driven
. Discovery Informatics by our concept of Structure Directed Drug Design (SDDD).
Jubilant Chemsys completed 40 medicinal chemistry
. Discovery Research
projects for 20 partner companies in FY 2006.
. Drug Development Services
We offer flexible functional solutions in computational
. Clinical Research science, structural biology, medicinal chemistry, in-vitro
Discovery Informatics business is looked after by biology, PK/ADME and Discovery Biomarkers.
Jubilant Biosys Ltd. . Jubilant Biosys has 385 Given our capabilities in Jubilant Biosys and Jubilant
scientists from multiple disciplines of Biology, Chemsys, we entered into early stage lead generation
Biochemistry, Chemistry, Clinical Pharmacology and collaboration business during the year. Jubilant Organosys,
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
32 33
pharmaceuticals and biotech companies. Clinsys is IT. These scientists work as a team to conceptualize,
the preferred par tner to a few large global develop, curate and implement bio and chemo informatics
pharmaceutical companies for clinical research. content based solutions that help drive the drug discovery
process. We offer a combination of ready to use knowledge
Drug Discovery & Development Services business
bases as well as customized services to create exclusive
offers vast opportunities to Jubilant Organosys Ltd.
informatics knowledge solutions. We provide niche and
The new chemical entities pipeline has reduced over
customized IT solutions that range from portal services for
the last one decade, the approval process of US FDA is
scientific content management to customized and
taking longer time and the costs of new drug discovery
specialized integration of scientific content supporting
“Discovery Research is driven by our concept of Structure Directed Drug Design (SDDD).
We offer flexible functional solutions in computational science, structural biology,
medicinal chemistry, in-vitro biology, PK/ADME and Discovery Biomarkers.”
& development has spiralled over the last many years. discovery and development informatics.
These factors have resulted in increasing pressure on
Jubilant Biosys provides services and products to more
the global pharmaceutical companies to outsource
than 50 innovator pharmaceutical and biotech companies.
part of the discovery and development work to
During the year, we expanded our customer base and
accelerate the launch of new drugs at a lower cost.
enhanced our presence in both the US and Japanese
Jubilant Organosys through its subsidiaries – Jubilant
m a r k e t s . We c u r r e n t l y h a v e 8 p r o d u c t s a n d t h e
Biosys, Jubilant Chemsys, Clinsys Inc. and Clinsys
development work is on to expand this product portfolio to
India – is well positioned to partner with innovator
around 20 products over the next few years.
pharmaceutical and biotech companies.
Discover y Research which involves informatics,
Drug Discovery & Development Services business
medicinal chemistry and biology is looked after by Jubilant
is sub-divided in four segments:
Biosys and Jubilant Chemsys. Discovery Research is driven
. Discovery Informatics by our concept of Structure Directed Drug Design (SDDD).
Jubilant Chemsys completed 40 medicinal chemistry
. Discovery Research
projects for 20 partner companies in FY 2006.
. Drug Development Services
We offer flexible functional solutions in computational
. Clinical Research science, structural biology, medicinal chemistry, in-vitro
Discovery Informatics business is looked after by biology, PK/ADME and Discovery Biomarkers.
Jubilant Biosys Ltd. . Jubilant Biosys has 385 Given our capabilities in Jubilant Biosys and Jubilant
scientists from multiple disciplines of Biology, Chemsys, we entered into early stage lead generation
Biochemistry, Chemistry, Clinical Pharmacology and collaboration business during the year. Jubilant Organosys,
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
32 33
along with its subsidiaries – Jubilant Biosys and has bio/chemo informatics labs and wet labs to undertake pharmaceutical companies. We have a unique Organic Intermediates
Jubilant Chemsys – entered into a 5 year multi targets drug development work. business proposition to offer to innovator
Jubilant Organosys' range of acetyls includes Acetic
agreement with Eli Lilly for drug discovery services. pharmaceutical companies where we can partner with
During the FY 2006, Jubilant Biosys recorded net sales Acid, Monochloro Acetic Acid, Acetic Anhydride, Ethyl
This is the first of its kind contract for drug discovery them across their drug discovery and development
of Rs. 232 million, an increase of 128%. The majority of Acetate and VAM. We are the market leaders in India in
and will pave the way for similar contracts for Indian programme.
sales of Jubilant Biosys came from Discovery Informatics Acetyls business and enjoy the global leadership in some of
companies. We are also in discussion with 2
business during the year under review. However, during We expect this business to record exponential the product categories.
pharmaceutical and 3 biotech companies for similar
FY 2007, the drug development and discovery research growth over the next many years.
collaborative drug discovery services contracts. Jubilant Organosys produces these products through
services are expected to contribute a larger share in the
Jubilant Organosys is uniquely placed in this business molasses route. We produce ethanol from molasses which
segment as we have the rare combination of strong revenues of Jubilant Biosys. Jubilant Chemsys recorded net Industrial Chemicals in turn is used to produce acetaldehyde, the basic building
informatics databases and long standing chemistry sales of Rs. 50 million. block for our acetyls range. For the first eight months of the
The Industrial Chemicals business is the
knowledge. year under review, the molasses prices were at a new
Clinical Research is the last step in drug discovery and traditional business which was the starting point for
historical peak due to severe drought in Maharashtra, one of
Jubilant Biosys has created an independent development and Jubilant Organosys through its the Company 25 years ago. This business has strong
the largest sugarcane belt in India. The prices of finished
team of professionals to under take Discover y subsidiaries Clinsys Inc. and Clinsys India Ltd., is well fundamentals and we enjoy the leadership in organic
products, which follow import parity, remained stable. This
Research work. placed to be a major Indian player in this segment. Besides intermediates business in India. This business has
resulted in severe pressure on EBIT for this business during
Clincial Research Operations, Jubilant also provides steady growth and provides a steady cash flow for
Drug Development Services is another new area of the first nine months of the year. During the last quarter
Biometrics studies for phase I-IV, Clinical Data Management growth businesses.
business for Jubilant. In this business area the four with a fresh crop of sugarcane, the molasses prices started
and Targeted Clinical Staffing Solutions. The Company, has
subsidiaries – Jubilant Biosys, Jubilant Chemsys, During the year under review, this business coming down which resulted in improved bottomline that
set up a clinical data management centre in Bangalore and
Clinsys India and Clinsys Inc. – combine together to contributed 41.4% of the net sales and 31.3% of will continue for the major part of the financial year 2007.
would expand this facility over the financial year 2007.
partner with academia, biotech and pharmaceutical EBIT of the Company. The Industrial Chemicals We expect the molasses prices to remain stable over the
companies to accelerate the process of drug Jubilant will enjoy the India advantages of large multi- business had net sales of Rs. 6.23 billion recording a next few years especially in Uttar Pradesh, where our largest
development. We undertake pre-clinical animal ethnic drug-naïve patient population, trained medical growth of 20%. The EBIT declined by 24% to plant for acetyls is based, due to increase in sugarcane
models, formulation development, material supply professionals and well organized private healthcare network Rs. 631 million as compared to Rs. 830 million in crushing capacity by sugar mills.
that includes process development and manufacturing especially in urban India. FY 2005 mainly due to high input material cost in
During FY 2006, we increased the capacity of Acetic
to support pre-clinical and clinical requirement, and acetyls business.
Outlook Acid by 23180 tpa by debottlenecking to meet the growing
clinical research services.
The Industrial Chemicals business is organized in demand in the North Indian market. Jubilant Organosys is
Drug Discovery & Development Services business is the
Jubilant Biosys is in the process of setting up a two growth units – Organic Intermediates and Agrovet. closest to a new facility for textile intermediate which has
growth driver for Jubilant Biosys. We are the early entrant in
new state of the art Drug Discovery Centre at come up in Northern India and thus best placed to be the
this business and have the width of services across the
Bangalore. This centre spread in 155,000 sq. ft area preferred supplier.
value chain to offer end-to-end solutions for innovator
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
34 35
along with its subsidiaries – Jubilant Biosys and has bio/chemo informatics labs and wet labs to undertake pharmaceutical companies. We have a unique Organic Intermediates
Jubilant Chemsys – entered into a 5 year multi targets drug development work. business proposition to offer to innovator
Jubilant Organosys' range of acetyls includes Acetic
agreement with Eli Lilly for drug discovery services. pharmaceutical companies where we can partner with
During the FY 2006, Jubilant Biosys recorded net sales Acid, Monochloro Acetic Acid, Acetic Anhydride, Ethyl
This is the first of its kind contract for drug discovery them across their drug discovery and development
of Rs. 232 million, an increase of 128%. The majority of Acetate and VAM. We are the market leaders in India in
and will pave the way for similar contracts for Indian programme.
sales of Jubilant Biosys came from Discovery Informatics Acetyls business and enjoy the global leadership in some of
companies. We are also in discussion with 2
business during the year under review. However, during We expect this business to record exponential the product categories.
pharmaceutical and 3 biotech companies for similar
FY 2007, the drug development and discovery research growth over the next many years.
collaborative drug discovery services contracts. Jubilant Organosys produces these products through
services are expected to contribute a larger share in the
Jubilant Organosys is uniquely placed in this business molasses route. We produce ethanol from molasses which
segment as we have the rare combination of strong revenues of Jubilant Biosys. Jubilant Chemsys recorded net Industrial Chemicals in turn is used to produce acetaldehyde, the basic building
informatics databases and long standing chemistry sales of Rs. 50 million. block for our acetyls range. For the first eight months of the
The Industrial Chemicals business is the
knowledge. year under review, the molasses prices were at a new
Clinical Research is the last step in drug discovery and traditional business which was the starting point for
historical peak due to severe drought in Maharashtra, one of
Jubilant Biosys has created an independent development and Jubilant Organosys through its the Company 25 years ago. This business has strong
the largest sugarcane belt in India. The prices of finished
team of professionals to under take Discover y subsidiaries Clinsys Inc. and Clinsys India Ltd., is well fundamentals and we enjoy the leadership in organic
products, which follow import parity, remained stable. This
Research work. placed to be a major Indian player in this segment. Besides intermediates business in India. This business has
resulted in severe pressure on EBIT for this business during
Clincial Research Operations, Jubilant also provides steady growth and provides a steady cash flow for
Drug Development Services is another new area of the first nine months of the year. During the last quarter
Biometrics studies for phase I-IV, Clinical Data Management growth businesses.
business for Jubilant. In this business area the four with a fresh crop of sugarcane, the molasses prices started
and Targeted Clinical Staffing Solutions. The Company, has
subsidiaries – Jubilant Biosys, Jubilant Chemsys, During the year under review, this business coming down which resulted in improved bottomline that
set up a clinical data management centre in Bangalore and
Clinsys India and Clinsys Inc. – combine together to contributed 41.4% of the net sales and 31.3% of will continue for the major part of the financial year 2007.
would expand this facility over the financial year 2007.
partner with academia, biotech and pharmaceutical EBIT of the Company. The Industrial Chemicals We expect the molasses prices to remain stable over the
companies to accelerate the process of drug Jubilant will enjoy the India advantages of large multi- business had net sales of Rs. 6.23 billion recording a next few years especially in Uttar Pradesh, where our largest
development. We undertake pre-clinical animal ethnic drug-naïve patient population, trained medical growth of 20%. The EBIT declined by 24% to plant for acetyls is based, due to increase in sugarcane
models, formulation development, material supply professionals and well organized private healthcare network Rs. 631 million as compared to Rs. 830 million in crushing capacity by sugar mills.
that includes process development and manufacturing especially in urban India. FY 2005 mainly due to high input material cost in
During FY 2006, we increased the capacity of Acetic
to support pre-clinical and clinical requirement, and acetyls business.
Outlook Acid by 23180 tpa by debottlenecking to meet the growing
clinical research services.
The Industrial Chemicals business is organized in demand in the North Indian market. Jubilant Organosys is
Drug Discovery & Development Services business is the
Jubilant Biosys is in the process of setting up a two growth units – Organic Intermediates and Agrovet. closest to a new facility for textile intermediate which has
growth driver for Jubilant Biosys. We are the early entrant in
new state of the art Drug Discovery Centre at come up in Northern India and thus best placed to be the
this business and have the width of services across the
Bangalore. This centre spread in 155,000 sq. ft area preferred supplier.
value chain to offer end-to-end solutions for innovator
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
34 35
During the year, Jubilant Organosys added to its integrated facility to produce different grades of Choline polishes – marketed under the brand name Jivanjor, capital expenditure mainly for pharmaceuticals and life
portfolio Monochloro Acetic Acid (MCAA) which is a Chloride, which is used as a nutrient in animal feed established strong brand equity with its applicators i.e. science chemicals business. US$ 20 million of these
value addition to Acetic Acid and provides us the mainly for poultry and cattle. carpenters and polishers, and the ultimate consumer proceeds is not utilized and is available as cash in the
opportunity to capture the value addition within our through some high intensity below the line advertising. books of accounts. The full conversion of these FCCBs
During the year under review, this business segment
business. We have tied up with couple of manufacturing will result in issuance of 11,906,515 shares of
grew in line with management expectations. Outlook
units in Gujarat for dedicated manufacturing of these Re. 1 each.
products as per our quality standards. Outlook We believe this business has the potential to grow in
Of the US$ 35 million FCCBs issued in May 2004,
topline and at the same time improve its profitability. The
The Agrovet business will continue to record steady US$ 5.55 million worth of FCCBs are outstanding as on
product rationalization process that began last year will
Outlook growth as we plan to expand our presence to new continue during the current year, aimed to enable us to 31st March 2006. The balance of US$ 29.45 million
markets for Single Super Phosphate. SSP along with offer a range of differentiated products to our customers FCCBs have been converted into 8,063,180 shares.
We expect our organic intermediates business to
organic manure offers comprehensive solutions for soil where entry barriers for the competitors are high. We
record revenue growth through volume growth in a Private Placement of Shares
enrichment. The Company will explore further export intend to leverage our strong brand equity to further
steady to buoyant product price scenario. The margins
opportunities for animal nutrition products. enhance our market shares in focus product segments. The Company allotted 990,000 equity shares of
are expected to improve during FY 2007 due to
Rs.5 each totaling to Rs.1.09 billion on private
favourable raw material prices. We are exploring Performance Chemicals STRENGTHENING THE BALANCE SHEET
placement basis to GA European Investment Ltd. at a
opportunities for exporting our organic intermediates to
The Performance Chemicals business witnessed a Foreign Currency Convertible Bonds (FCCB) price of Rs.1100 per share.
Far East, Middle East and Europe.
significant improvement in its financial performance. The
Jubilant Organosys issued Zero Coupon Foreign During the year, with the expanding business profile,
Agrovet net sales increased by 19% to Rs.1.99 billion
Currency Convertible Bonds due 2010 (FCCB 2010) for the gross debt of the company increased to Rs.7.2 billion
contributing 13.2% of the overall net sales of the
The Agrovet growth unit is a niche business, focusing an aggregate value of US$ 75 million in May 2005. including the outstanding FCCBs and loans taken by
Company. The EBIT improved to Rs.122 million resulting
on plant and animal nutrition products. We are the These FCCBs are convertible into shares of Rs. 5 each or subsidiar y companies. Despite this increase, the
in an EBIT margin of 6.1% as compared to 1.5% in
largest manufacturer of Single Super Phosphate which Global Depository Shares, each GDS representing one Company has a Debt:Equity ratio of 0.87:1 as on
financial year 2005.
we market in Uttar Pradesh and nearby states under the equity share at the conversion price of Rs. 1365.324 per March 31, 2006.
brand name Ramban. Jubilant is also the largest During the year, this business division rationalized share. On sub-division of each equity share of Rs. 5 into
CORPORATE SUSTAINABILITY MANAGEMENT
producer of organic manure, which helps in better the product portfolio to focus on products where Jubilant 5 equity shares of Re. 1 each, the conversion price of
utilization of chemical fertilizers as it provides bio mass can offer product differentiation through quality of FCCB 2010 stands reduced from Rs. 1365.324 to As an organization, our operations have always been
to the soil to hold chemical nutrients. Jubilant also product and post sales ser vice. Both application Rs. 273.0648 per share and the number of shares to be guided by an explicit promise of “Caring, Sharing, and
markets a range of agrochemicals. polymers and consumer products business witnessed a allotted on conversion will be 5 times the initially agreed Growing”, as articulated in our corporate vision. Jubilant
turnaround. number. The proceeds have been partly utilized for Organosys continues to focus on objectives beyond short-
We are the largest manufacturer of Choline Chloride
acquisition of US generic company, US CRO and for term economic returns, extending the band of interest to
and globally sixth largest producer. We have an Our woodworking solutions – adhesives and wood
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
36 37
During the year, Jubilant Organosys added to its integrated facility to produce different grades of Choline polishes – marketed under the brand name Jivanjor, capital expenditure mainly for pharmaceuticals and life
portfolio Monochloro Acetic Acid (MCAA) which is a Chloride, which is used as a nutrient in animal feed established strong brand equity with its applicators i.e. science chemicals business. US$ 20 million of these
value addition to Acetic Acid and provides us the mainly for poultry and cattle. carpenters and polishers, and the ultimate consumer proceeds is not utilized and is available as cash in the
opportunity to capture the value addition within our through some high intensity below the line advertising. books of accounts. The full conversion of these FCCBs
During the year under review, this business segment
business. We have tied up with couple of manufacturing will result in issuance of 11,906,515 shares of
grew in line with management expectations. Outlook
units in Gujarat for dedicated manufacturing of these Re. 1 each.
products as per our quality standards. Outlook We believe this business has the potential to grow in
Of the US$ 35 million FCCBs issued in May 2004,
topline and at the same time improve its profitability. The
The Agrovet business will continue to record steady US$ 5.55 million worth of FCCBs are outstanding as on
product rationalization process that began last year will
Outlook growth as we plan to expand our presence to new continue during the current year, aimed to enable us to 31st March 2006. The balance of US$ 29.45 million
markets for Single Super Phosphate. SSP along with offer a range of differentiated products to our customers FCCBs have been converted into 8,063,180 shares.
We expect our organic intermediates business to
organic manure offers comprehensive solutions for soil where entry barriers for the competitors are high. We
record revenue growth through volume growth in a Private Placement of Shares
enrichment. The Company will explore further export intend to leverage our strong brand equity to further
steady to buoyant product price scenario. The margins
opportunities for animal nutrition products. enhance our market shares in focus product segments. The Company allotted 990,000 equity shares of
are expected to improve during FY 2007 due to
Rs.5 each totaling to Rs.1.09 billion on private
favourable raw material prices. We are exploring Performance Chemicals STRENGTHENING THE BALANCE SHEET
placement basis to GA European Investment Ltd. at a
opportunities for exporting our organic intermediates to
The Performance Chemicals business witnessed a Foreign Currency Convertible Bonds (FCCB) price of Rs.1100 per share.
Far East, Middle East and Europe.
significant improvement in its financial performance. The
Jubilant Organosys issued Zero Coupon Foreign During the year, with the expanding business profile,
Agrovet net sales increased by 19% to Rs.1.99 billion
Currency Convertible Bonds due 2010 (FCCB 2010) for the gross debt of the company increased to Rs.7.2 billion
contributing 13.2% of the overall net sales of the
The Agrovet growth unit is a niche business, focusing an aggregate value of US$ 75 million in May 2005. including the outstanding FCCBs and loans taken by
Company. The EBIT improved to Rs.122 million resulting
on plant and animal nutrition products. We are the These FCCBs are convertible into shares of Rs. 5 each or subsidiar y companies. Despite this increase, the
in an EBIT margin of 6.1% as compared to 1.5% in
largest manufacturer of Single Super Phosphate which Global Depository Shares, each GDS representing one Company has a Debt:Equity ratio of 0.87:1 as on
financial year 2005.
we market in Uttar Pradesh and nearby states under the equity share at the conversion price of Rs. 1365.324 per March 31, 2006.
brand name Ramban. Jubilant is also the largest During the year, this business division rationalized share. On sub-division of each equity share of Rs. 5 into
CORPORATE SUSTAINABILITY MANAGEMENT
producer of organic manure, which helps in better the product portfolio to focus on products where Jubilant 5 equity shares of Re. 1 each, the conversion price of
utilization of chemical fertilizers as it provides bio mass can offer product differentiation through quality of FCCB 2010 stands reduced from Rs. 1365.324 to As an organization, our operations have always been
to the soil to hold chemical nutrients. Jubilant also product and post sales ser vice. Both application Rs. 273.0648 per share and the number of shares to be guided by an explicit promise of “Caring, Sharing, and
markets a range of agrochemicals. polymers and consumer products business witnessed a allotted on conversion will be 5 times the initially agreed Growing”, as articulated in our corporate vision. Jubilant
turnaround. number. The proceeds have been partly utilized for Organosys continues to focus on objectives beyond short-
We are the largest manufacturer of Choline Chloride
acquisition of US generic company, US CRO and for term economic returns, extending the band of interest to
and globally sixth largest producer. We have an Our woodworking solutions – adhesives and wood
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
36 37
“At Jubilant, employees' career development begins with the selection of highly talented “As an organisation, we promote strong ethical values and high levels of integrity
individuals and is reinforced by offering them growth opportunities and support.” in all our activities, which in itself is a significant risk mitigator.”
include longer term per formance with regard to Report in 2003, we made a formal commitment to the FY 2006, we were able to reduce our use of both direct It is our intent to continue leveraging our financial,
economic, social, and environmental bottomlines. This management of long term sustainability for all our and indirect energy as well as consumption of water human, and technological resources to assess and
triple-bottomline approach, which forms the backbone of stakeholders. This was not a new direction for us, but it despite growth in overall product volumes and business minimize the environmental and social impact of our
our commitment to long term corporate sustainability, set the stage for comprehensive and organization-wide revenues. We also succeeded in taking a tangible step operations on an ongoing basis, searching out ways to
has been institutionalized within Jubilant, with support sustainability progress that today is an integral part of our forward in our attempts to better manage and dispose conduct business in a socially responsible way while
and involvement of the entire team including top overall growth strategy. We have made significant hazardous waste by acquiring our own landfill area. This, creating superior shareholder value.
management and workers. advances in establishing a sustainable business model at combined with our practice of drawing energy from waste
Our people: Driven by knowledge, Inspired to innovate
Jubilant that complements our focus on moving up the incineration, should go a long way in enabling us to limit
Over the past several years, we have implemented
value chain, as discussed in our Corporate Sustainability the impact of our operations on the environment. With Our people come from diverse backgrounds and have
numerous initiatives to minimize the impact of our
Report for FY 2006, the fourth such report in as many regard to our social development agenda, our medical many different skills, but we all share the same objective:
operations on the environment and the communities
years, prepared in accordance with Global Reporting centre at Gajraula was accorded the status of DOTS by to create an innovation-led world-class organization with
surrounding our facilities even as we made efforts to
Initiative (GRI) guidelines and duly verified by the World Health Organization (WHO) and the unparalleled quality, cost leadership, and a large and
drive financial and business growth. During the year
Ernst & Young. Government of India, making it the only privately satisfied global customer profile. In order to facilitate the
under review too, we continued to strive to maximize
managed centre in the area to receive such recognition. realization of our corporate objectives, we have created
value from our operations while delivering on our During the year under review, our emphasis on safety
We already have multiple social upliftment programmes an environment that allows our employees to effectively
sustainability goals across multiple parameters. Our at the workplace resulted in the number of fatal incidents
being implemented in the areas surrounding our facilities contribute to our overall growth, and at the same time
strategy for corporate sustainability, our initiatives, and reducing from two in FY2005 to nil in FY2006. This was
where we are making a positive difference to the lives of fulfills their personal goals.
the progress made is discussed in greater detail in our the result of our bringing in international expertise on
our neighbouring communities through better healthcare, Our industry has always been fast moving and ever-
Report on Corporate Sustainability 2005-06, which is safety and increasing employee training. Given our large
education, and access to expert advice and assistance on evolving. Players such as Jubilant, with demonstrated
being sent along with this Annual Report to shareholders. manufacturing operations, prudent utilization of natural
agricultural and financial issues. flexibility to adapt and capability to quickly respond to
When we published our first Corporate Sustainability resources is also an important thrust area. During
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
38 39
“At Jubilant, employees' career development begins with the selection of highly talented “As an organisation, we promote strong ethical values and high levels of integrity
individuals and is reinforced by offering them growth opportunities and support.” in all our activities, which in itself is a significant risk mitigator.”
include longer term per formance with regard to Report in 2003, we made a formal commitment to the FY 2006, we were able to reduce our use of both direct It is our intent to continue leveraging our financial,
economic, social, and environmental bottomlines. This management of long term sustainability for all our and indirect energy as well as consumption of water human, and technological resources to assess and
triple-bottomline approach, which forms the backbone of stakeholders. This was not a new direction for us, but it despite growth in overall product volumes and business minimize the environmental and social impact of our
our commitment to long term corporate sustainability, set the stage for comprehensive and organization-wide revenues. We also succeeded in taking a tangible step operations on an ongoing basis, searching out ways to
has been institutionalized within Jubilant, with support sustainability progress that today is an integral part of our forward in our attempts to better manage and dispose conduct business in a socially responsible way while
and involvement of the entire team including top overall growth strategy. We have made significant hazardous waste by acquiring our own landfill area. This, creating superior shareholder value.
management and workers. advances in establishing a sustainable business model at combined with our practice of drawing energy from waste
Our people: Driven by knowledge, Inspired to innovate
Jubilant that complements our focus on moving up the incineration, should go a long way in enabling us to limit
Over the past several years, we have implemented
value chain, as discussed in our Corporate Sustainability the impact of our operations on the environment. With Our people come from diverse backgrounds and have
numerous initiatives to minimize the impact of our
Report for FY 2006, the fourth such report in as many regard to our social development agenda, our medical many different skills, but we all share the same objective:
operations on the environment and the communities
years, prepared in accordance with Global Reporting centre at Gajraula was accorded the status of DOTS by to create an innovation-led world-class organization with
surrounding our facilities even as we made efforts to
Initiative (GRI) guidelines and duly verified by the World Health Organization (WHO) and the unparalleled quality, cost leadership, and a large and
drive financial and business growth. During the year
Ernst & Young. Government of India, making it the only privately satisfied global customer profile. In order to facilitate the
under review too, we continued to strive to maximize
managed centre in the area to receive such recognition. realization of our corporate objectives, we have created
value from our operations while delivering on our During the year under review, our emphasis on safety
We already have multiple social upliftment programmes an environment that allows our employees to effectively
sustainability goals across multiple parameters. Our at the workplace resulted in the number of fatal incidents
being implemented in the areas surrounding our facilities contribute to our overall growth, and at the same time
strategy for corporate sustainability, our initiatives, and reducing from two in FY2005 to nil in FY2006. This was
where we are making a positive difference to the lives of fulfills their personal goals.
the progress made is discussed in greater detail in our the result of our bringing in international expertise on
our neighbouring communities through better healthcare, Our industry has always been fast moving and ever-
Report on Corporate Sustainability 2005-06, which is safety and increasing employee training. Given our large
education, and access to expert advice and assistance on evolving. Players such as Jubilant, with demonstrated
being sent along with this Annual Report to shareholders. manufacturing operations, prudent utilization of natural
agricultural and financial issues. flexibility to adapt and capability to quickly respond to
When we published our first Corporate Sustainability resources is also an important thrust area. During
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
38 39
change are the ones that ultimately realize superior under review, we continued to nurture our organization's
performance. Our ability to capitalize on emerging talent pool, and intend to continue adopting best
market trends, grow our operations beyond Indian shores practices that enable greater innovation, better
into Europe and North America, and establish ourselves productivity, and high quality at all times.
as the outsourcing partner of choice to the world's
As on 31st March 2006, Jubilant Organosys Ltd. and
pharma and life sciences industry is to a large extent due
its subsidiaries had 3258 employees of which 880
to our team of dedicated and highly motivated
ie. 27% of our total employee strength, are engaged in
professionals, scientists, engineers, and workers.
research & development.
“In order to comply with Clause 49 requirements and to meet the global standards of
documentation requirement as specified in Sarbanes Oxley Act of USA, the Company
launched “Project Beehive” in consultation with Ernst & Young and successfully
completed the project during the year under review.”
We know that a workforce committed to achieving the INTERNAL CONTROL SYSTEMS AND RISK
. Committees (audit committee, supply chain management. In order to comply with Clause 49
corporate goals is our greatest competitive advantage, MANAGEMENT
committee, purchase committee, credit committee requirements and to meet the global standards of
and have multiple programmes in place to address their
We have in place several sophisticated mechanisms and capex committee) to oversee audit and documentation requirements as specified in Sarbanes
learning, training, and personal growth requirements.
aimed at establishing and maintaining adequate internal operational activities and assess the effectiveness Oxley Act of USA, we launched “Project Beehive” in
Over the past few years, we have launched initiatives
controls over all operational and financial functions, of internal controls and risk management systems consultation with Ernst & Young and successfully
aimed at creating an organization culture that fosters
which enable us to adhere to procedures, guidelines and on a regular basis; completed this project during the year under review.
creativity and enables efficient sharing of knowledge –
regulations, as applicable, in a transparent manner. Our Under “Project Beehive”, we first identified all
the two critical prerequisites for sustained innovation. . An integrated ERP system to enable IT system-
systems for internal control and risk management go significant accounting units and all significant
These initiatives, combined with our continued based checks and controls;
beyond what is mandatory requirement to cover best business processes, which materially impact our
investments in R&D, have yielded encouraging results
practice reporting matrices and to identify opportunities Jubilant was among the few companies that began financial reporting. Detailed Risk and Control Matrices
with new products commercialized by us contributing an
and risks with regard to our business. reporting their financial performance as per both were then prepared or each process as per the
increasing quantum of revenues.
Indian and US GAAP. During FY2006, we continued following procedure:
Internal control systems
At Jubilant, employees' career development begins to take new initiatives to meet and exceed statutory
With the growing business profile of the Company, . Each process was spilt into sub-processes
with the selection of highly talented individuals and is and regulatory requirements in order to maintain our
reinforced by offering them growth opportunities and and globally enhanced presence with 11 subsidiary track record as a company that benchmarks its . For each sub-process,
support. Our compensation and reward policies reflect companies, we believe that it is imperative to have strong processes and systems with global standards. In the
. Control objectives were identified along with
our value-based system of working. Through a set of internal control systems. year under review, the Securities & Exchange Board of
“What can go wrong?”
processes, policies, programmes, and services that India (SEBI) introduced a revised Clause 49 for Listing
Some of the significant features of our existing internal
maximize our employees' capacity to contribute, we have Agreements, which required a certification by the CEO . Controls were described sequentially through
control systems include:
been able to grow rapidly and move up the pharma and and the CFO on accuracy of financial statements and the sub-process covering the entire accounting
life sciences value chain over the years. During the year . Well-defined processes for formulating and reviewing on the adequacy of internal controls and risk interface
quarterly, annual and longer term business plans;
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
40 41
change are the ones that ultimately realize superior under review, we continued to nurture our organization's
performance. Our ability to capitalize on emerging talent pool, and intend to continue adopting best
market trends, grow our operations beyond Indian shores practices that enable greater innovation, better
into Europe and North America, and establish ourselves productivity, and high quality at all times.
as the outsourcing partner of choice to the world's
As on 31st March 2006, Jubilant Organosys Ltd. and
pharma and life sciences industry is to a large extent due
its subsidiaries had 3258 employees of which 880
to our team of dedicated and highly motivated
ie. 27% of our total employee strength, are engaged in
professionals, scientists, engineers, and workers.
research & development.
“In order to comply with Clause 49 requirements and to meet the global standards of
documentation requirement as specified in Sarbanes Oxley Act of USA, the Company
launched “Project Beehive” in consultation with Ernst & Young and successfully
completed the project during the year under review.”
We know that a workforce committed to achieving the INTERNAL CONTROL SYSTEMS AND RISK
. Committees (audit committee, supply chain management. In order to comply with Clause 49
corporate goals is our greatest competitive advantage, MANAGEMENT
committee, purchase committee, credit committee requirements and to meet the global standards of
and have multiple programmes in place to address their
We have in place several sophisticated mechanisms and capex committee) to oversee audit and documentation requirements as specified in Sarbanes
learning, training, and personal growth requirements.
aimed at establishing and maintaining adequate internal operational activities and assess the effectiveness Oxley Act of USA, we launched “Project Beehive” in
Over the past few years, we have launched initiatives
controls over all operational and financial functions, of internal controls and risk management systems consultation with Ernst & Young and successfully
aimed at creating an organization culture that fosters
which enable us to adhere to procedures, guidelines and on a regular basis; completed this project during the year under review.
creativity and enables efficient sharing of knowledge –
regulations, as applicable, in a transparent manner. Our Under “Project Beehive”, we first identified all
the two critical prerequisites for sustained innovation. . An integrated ERP system to enable IT system-
systems for internal control and risk management go significant accounting units and all significant
These initiatives, combined with our continued based checks and controls;
beyond what is mandatory requirement to cover best business processes, which materially impact our
investments in R&D, have yielded encouraging results
practice reporting matrices and to identify opportunities Jubilant was among the few companies that began financial reporting. Detailed Risk and Control Matrices
with new products commercialized by us contributing an
and risks with regard to our business. reporting their financial performance as per both were then prepared or each process as per the
increasing quantum of revenues.
Indian and US GAAP. During FY2006, we continued following procedure:
Internal control systems
At Jubilant, employees' career development begins to take new initiatives to meet and exceed statutory
With the growing business profile of the Company, . Each process was spilt into sub-processes
with the selection of highly talented individuals and is and regulatory requirements in order to maintain our
reinforced by offering them growth opportunities and and globally enhanced presence with 11 subsidiary track record as a company that benchmarks its . For each sub-process,
support. Our compensation and reward policies reflect companies, we believe that it is imperative to have strong processes and systems with global standards. In the
. Control objectives were identified along with
our value-based system of working. Through a set of internal control systems. year under review, the Securities & Exchange Board of
“What can go wrong?”
processes, policies, programmes, and services that India (SEBI) introduced a revised Clause 49 for Listing
Some of the significant features of our existing internal
maximize our employees' capacity to contribute, we have Agreements, which required a certification by the CEO . Controls were described sequentially through
control systems include:
been able to grow rapidly and move up the pharma and and the CFO on accuracy of financial statements and the sub-process covering the entire accounting
life sciences value chain over the years. During the year . Well-defined processes for formulating and reviewing on the adequacy of internal controls and risk interface
quarterly, annual and longer term business plans;
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
40 41
. Controls were classified as “ Prevent /Detect” and risk factors pertaining to our product portfolio, raw risks. We have laid down procedures to inform Board As an organization, we promote strong ethical values
“Manual/IT enabled” material supplies, customer profile, environmental Members about the risk assessment and minimization and high levels of integrity in all our activities, which in
. Responsibility was identified for each control along issues, foreign exchange and interest rate volatility which procedure. We also trained the Board Members on the itself is a significant risk mitigator. We have a strong
with their effectiveness rating enable us to take appropriate measures on an ongoing business model and risk profile of its business Board and a competent set of professional managers who
basis. In addition to that, we also maintain adequate parameters. A periodical review to ensure that Executive attempt to identify risks at an early stage and take
. For all ineffective controls, a mitigation plan was property, product, public and casualty insurance cover at Management controls risks through a properly defined appropriate steps to preempt or mitigate the same. Given
identified to address control gaps our manufacturing facilities as per industry practices. framework is being followed. We also held a one-day the established processes and guidelines we already have
seminar on “Fraud Risk Assessment” to sensitize in place, combined with a robust oversight and
participants drawn from Commercial and Finance monitoring system at the Board and senior management
functions with a framework to identify and pre-empt levels, we believe, we have a robust risk management
Trained frauds with appropriate internal controls. strategy in place.
manpower Environmental
Issues
Raw
Material Promote Strong Ethical Values
RISK “As an organization, we promote strong ethical values and high levels of integrity in all
Supplies And High Levels Of Integrity Customer
MANAGEMENT our activities, which in itself is a significant risk mitigator.”
In All Our Activities Profile
Research Foreign
& Development Exchange
Delays & Interest Rate
Volatility
Recent Developments
Jubilant has also identified these controls as per the Our global scale of operations and business dynamics During the 1st quarter of FY 2007, Jubilant Organosys initial conversion price of Rs.413.4498 per share. The
requirements of Sarbanes-Oxley Act of USA. We believes both within the Company as well as in the external issued Zero Coupon Foreign Currency Convertible Bonds net proceeds of the issue are to be used for organic
that this exercise has considerably strengthened the environment have necessitated enhanced focus on due 2011 (FCCB 2011) for an aggregate value of capital expenditure, acquisitions and any use as may be
internal controls within the Company alongwith clear 'Business Risks'. During FY 2006, additional initiatives US$200 million, convertible into fully paid equity shares permitted under the applicable regulations. The net
documentation of existing control points. We have also were undertaken to enhance our risk management of Re.1 each of the Company or Global Depositary Shares proceeds of the issue are currently placed in bank
identified entity level controls across the organization, capabilities. We launched a risk management project (GDS), each GDS representing one equity share at an deposits overseas, pending utilization.
which cover integrity and ethical values, adequacy of focused on identifying and building effective risk
internal audit and internal control mechanisms and identification and management systems in consultation
effectiveness of internal and external communication. with Ernst & Young. For this project, key businesses as
well as core / support functions were covered. We
RISK MANAGEMENT
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
42 43
. Controls were classified as “ Prevent /Detect” and risk factors pertaining to our product portfolio, raw risks. We have laid down procedures to inform Board As an organization, we promote strong ethical values
“Manual/IT enabled” material supplies, customer profile, environmental Members about the risk assessment and minimization and high levels of integrity in all our activities, which in
. Responsibility was identified for each control along issues, foreign exchange and interest rate volatility which procedure. We also trained the Board Members on the itself is a significant risk mitigator. We have a strong
with their effectiveness rating enable us to take appropriate measures on an ongoing business model and risk profile of its business Board and a competent set of professional managers who
basis. In addition to that, we also maintain adequate parameters. A periodical review to ensure that Executive attempt to identify risks at an early stage and take
. For all ineffective controls, a mitigation plan was property, product, public and casualty insurance cover at Management controls risks through a properly defined appropriate steps to preempt or mitigate the same. Given
identified to address control gaps our manufacturing facilities as per industry practices. framework is being followed. We also held a one-day the established processes and guidelines we already have
seminar on “Fraud Risk Assessment” to sensitize in place, combined with a robust oversight and
participants drawn from Commercial and Finance monitoring system at the Board and senior management
functions with a framework to identify and pre-empt levels, we believe, we have a robust risk management
Trained frauds with appropriate internal controls. strategy in place.
manpower Environmental
Issues
Raw
Material Promote Strong Ethical Values
RISK “As an organization, we promote strong ethical values and high levels of integrity in all
Supplies And High Levels Of Integrity Customer
MANAGEMENT our activities, which in itself is a significant risk mitigator.”
In All Our Activities Profile
Research Foreign
& Development Exchange
Delays & Interest Rate
Volatility
Recent Developments
Jubilant has also identified these controls as per the Our global scale of operations and business dynamics During the 1st quarter of FY 2007, Jubilant Organosys initial conversion price of Rs.413.4498 per share. The
requirements of Sarbanes-Oxley Act of USA. We believes both within the Company as well as in the external issued Zero Coupon Foreign Currency Convertible Bonds net proceeds of the issue are to be used for organic
that this exercise has considerably strengthened the environment have necessitated enhanced focus on due 2011 (FCCB 2011) for an aggregate value of capital expenditure, acquisitions and any use as may be
internal controls within the Company alongwith clear 'Business Risks'. During FY 2006, additional initiatives US$200 million, convertible into fully paid equity shares permitted under the applicable regulations. The net
documentation of existing control points. We have also were undertaken to enhance our risk management of Re.1 each of the Company or Global Depositary Shares proceeds of the issue are currently placed in bank
identified entity level controls across the organization, capabilities. We launched a risk management project (GDS), each GDS representing one equity share at an deposits overseas, pending utilization.
which cover integrity and ethical values, adequacy of focused on identifying and building effective risk
internal audit and internal control mechanisms and identification and management systems in consultation
effectiveness of internal and external communication. with Ernst & Young. For this project, key businesses as
well as core / support functions were covered. We
RISK MANAGEMENT
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006 JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
42 43
Directors’ Report
Your Directors have pleasure in presenting the Twenty Eighth Annual Report and Audited Accounts for the year ended 31st
March, 2006, reporting a progressive financial performance in line with the management expectations. Your Company has
taken various initiatives during the year to strengthen its position as an integrated pharmaceutical industry player delivering
products and services to the global life sciences industry across the value chain.
FINANCIAL RESULTS
OPERATIONS
Financial Year 2005-06 has been a year of significant achievements in the key focus business areas of Pharmaceuticals
and Life Science Chemicals. Custom Research and Manufacturing Services (CRAMS) and Active Pharmaceutical
Ingredients (API), the major contributors to this business segment continued to record robust growth. The API business
filed 5 Drug Master Files (DMFs) in USA and 9 European Drug Master Files (EDMFs) in Europe during the financial year.
Your Company has made significant capital expenditure to increase manufacturing capacity and the R&D capabilities in
these businesses. The capacity of pyridine plant has been increased by 20% and a new multipurpose plant became
operational for fine chemicals during FY 06. In view of the increased demand from the market, the Kilo labs facility at
Gajraula was further expanded. In APIs, the plant for Oxcarbazepine, an anti epileptic drug and a new multi purpose
plant have been commissioned.
Your Company entered the dosage forms market of USA by acquiring Trinity Laboratories, Inc. (renamed Trigen Laboratories,
Inc.) along with its wholly owned subsidiary - Trigen Laboratories, Inc. (renamed Jubilant Pharmaceuticals, Inc.)
Jubilant Pharmaceuticals, Inc. has a US FDA approved manufacturing facility for solid dosage forms and has 7 approved
Abbreviated New Drug Application in its portfolio. During the financial year, the dosage forms R&D became operational
and the work has been initiated for setting up a new solid dosage forms plant near Roorkee in Uttaranchal.
Your Company also acquired Target Research Associates, Inc. (renamed Clinsys, Inc.), a US based Clinical Research
Organization (CRO) involved in clinical operations for phase II to IV, clinical data management, bio statistics, QA and
regulatory services and contract staffing. The business profile of Clinsys, Inc. forms perfect synergy with Jubilant
Clinsys Ltd. involved in Bio availability (BA)/ Bio equivalence (BE) and Clinical Trials phase I studies. This acquisition
made Jubilant the only Indian CRO having presence in the US market.
During FY 06, the Company has filed 7 new patents and currently 56 patent applications are pending whereas 9
patents have been granted. Net Sales recorded a growth of 24.3% to Rs.13.86 billion as compared to Rs.11.15 billion in
the previous year. Export revenues increased by 30.6% to Rs.4.76 billion from Rs.3.64 billion. This increase in exports
was mainly due to high growth in Pharma and Life Sciences business in regulated markets of USA, Europe and China.
The Industrial Chemicals business witnessed 20% growth in sales to Rs.6.23 billion. The Performance Chemicals
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
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44
Annexure-A
Details as per Regulation 12 of SEBI (ESOP & ESPS) Guidelines, 1999
iii) identified employees who are granted options, during any one year, Nil
equal to or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the company at the time of grant
k) Diluted earning per share pursuant to issue of shares on exercise of option The Company has calculated the employee compensation cost using
calculated in accordance with Accounting Standard AS-20. the intrinsic value method of accounting to account for options issued under
“Jubilant Employees Stock Option Plan 2005”. The stock based
compensation cost as per the intrinsic value method for the financial
year 2005-06 is Nil.
l) Where the company has calculated the employee compensation cost If the employee compensation cost was calculated as per the fair value
using the intrinsic value of the stock options, the difference between of options based on Black Scholes methodology, read with Guidance
the employee compensation cost so computed and the employee Note on “Accounting for Employee Share-based Payments” issued by
compensation cost that shall have been recognized if it had used Institute of Chartered Accountants of India, the total cost to be
the fair value of the options, shall be disclosed. recognized in the financial statements for the year 2005-06 would be
The impact of this difference on profits and on EPS of the Rs.43.57 million. The effect of adopting the fair value method on the
company shall also be disclosed net income and earnings per share is presented below.
Pro Forma Adjusted Net Income and Earnings Per Share:
DISCLOSURE UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE
OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.
A. CONSERVATION OF ENERGY
(b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy:
5. Reduction in cost of refrigeration by revamping/ replacement of chiller unit and brine unit.
8. Utilisation of waste steam for steam tracing / storage tank in place of steam from boiler.
10. Provision of high pressure/ low pressure cooling water system in Acetic Acid plant.
11. Installation of booster pumps for cooling water in Acetic Acid plant.
12. To convert hot oil unit from LDO firing to biogas firing system at polyurethane plant.
13. Rerouting of high pressure steam for additional power generation using 8 Kg/cm2 steam instead of
15Kg/cm2 in Pyridine plant.
15. Recovery of condensate from Latex plant and Liquid Choline plant.
(c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of
production of goods.
• Reduction in steam and power consumption norms in all plants
• Reduction in coal/LDO/furnace oil consumption
• Reduction in steam and power generation cost
• Improved consistency in production.
1. Saving due to Conservation of energy : Rs.32 million per annum approx.
2. Saving due to the proposal b (1) to b (20) : Rs.25 million per annum approx.
Reason for variation in consumption of power and fuel from standard of previous year :
1. In Pharma & Life Science segment consumption reduced due to higher production of formaldehyde wherein only
power is consumed.
2. Reduction in power & fuel due to various process improvements undertaken under six sigma velocity initiatives.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
53
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B. TECHNOLOGY ABSORPTION
(a) Research and Development (R & D)
The Company has R&D Centres at Noida, Gajraula, Nanjangud and Samlaya. The Company has 242 R&D employees
out of which 81 are doctorates and others are post graduates and graduates. R&D supports the activities of various
bussineses through new product development, diversification, process development, absorption of technology and
establishing the technology on plant scale.
1. Specific areas in which R&D carried out by the company:
(i) Active Pharmaceutical Ingredients and Dosage Forms
• Process development of Active Pharmaceutical Ingredients (APIs)
• Improvements in the processes for the manufacture of APIs
• Creation of intellectual property through development of new synthetic routes
(ii) Biotechnology
• Microbial processes for the treatment of industrial effluents
• Bio composting
• Processes for the manufacture of speciality and fine chemicals using bio-conversion routes
• A special emphasis is laid down to create collaborative approach with leading institutions to fast track
development of biocatalytic processes for synthesis of organic compounds
(iii) CRAMS
• Product/process developments in the field of pyridine and its derivatives and heterocyclic chemistry
• Chemistry skill diversification to non-heterocyclic compounds leveraging skills while handling heteroafalic
chemistry.
• Process improvements in the manufacture of key products
• Chiral compounds
(iv) Contract Research
• Advance intermediates for pharmaceuticals and agrochemicals
• Synthesis of new compounds for drug discovery, pre-clinical and clinical studies
(v) Performance Chemicals
• Development of speciality polymers
• Development of ethoxylates & emulsifiers
• Development of new latexes based on Butadiene chemistry
• Development of animal healthcare products
2. Benefits derived as a result of the above R&D
• Strong position in knowledge based businesses
• Partners of choice for global pharmaceuticals and agrochemical companies
• Global leadership in select segments of our business
• Development of new products
• Generation of own Intellectual Property Rights to provide competitive edge
• Major growth in export of our products
• Competitiveness in cost and quality
• Pollution control
A. EMPLOYED FOR FULL YEAR AND IN RECEIPT OF REMUNERATION FOR THE YEAR WHICH IN AGGREGATE WAS NOT LESS THAN Rs. 24,00,000 p.a.
1 Adurti Satyadev Chief Of Information B.E, PGD in Plng.Mgmt. 17 3-Feb-01 40 2,891,242 Information Management Bausch & Laumb India Ltd.
Technology & Technology Manager
2 Agarwal Dr Ashutosh Head Of R&D (Org) Dphil. Synthetic 25 20-Aug-98 48 3,250,621 DGM - Organic Chemical Ballarpur Industries
Organic Chemistry Business
3 Agrawal Neeraj GU Head - API Business B.Tech (Elect.)’95, MBA 11 2-Jun-03 33 3,184,465 Business Stretegy Mckinsey & Company India
57
4 Bang S * Executive Director M.Tech(Chem Engg.) 33 1-Feb-97 55 4,680,229 President Enpro India Limited
(Manufacturing & Supply
Chain Operations)
5 Bhaskar Rajesh Head-R&D M Pharma - 20 26-Jul-04 45 3,746,151 Sr.Sales Executive Amitex Polymers Pvt. Ltd.
57
Strategic Business
Development
(Chemicals & Polymers)
14 Sankaraiah R Executive Director (Finance) Bsc, FCA 22 9-Sep-02 47 6,821,882 GM Finance SRF Limited
15 Singh S N * Executive Director B.Sc. (Chem Eng.) 45 14-Dec-81 68 6,349,790 General Manager I D P Limited
(Chemicals)
16 Srivastava A P Senior Vice President- BA 38 17-Nov-90 60 2,620,456 Manager Reliance Industries Ltd.
Corporate Affairs
17 Srivastava Rajesh Kumar President - Fine B.Sc. (Tech), 19 19-Aug-00 41 3,005,843 Marketing Manager Ranbaxy Fine Chemicals Ltd.
Chemicals & CRAMS Master In Marketing
Management
18 Yadav Pramod President - Advanced B.Sc. (Tech), Master 19 4-Sep-95 43 3,173,685 Marketing Manager Bhansali Engg.Polymers Ltd.
Intermidiates, Speciality In Marketing (North)
Gases & Vitamins Management
8/11/2006, 1:44 PM
B. EMPLOYED FOR PART OF THE YEAR AND IN RECEIPT OF REMUNERATION WHICH IN AGGREGATE WAS NOT LESS THAN Rs. 2,00,000 p.m.
1 Gupta Kulbhushan Head Corp Quality PGD - Marketing 12 18-Aug-03 34 3,175,416 Quality Leader IGE Ltd.
Training Devlopment
2 Kumar Anil President- Projects B.Tech (Chemical Engg.) 31 24-Jan-06 53 536,470 President-Technical Bajaj Hindustan Ltd.
3 Kumar R Kiran Vice President B.Tech 19 5-Sep-05 43 1,699,123 Sr.Director (Works) Dr.Reddy’S Laboratories Ltd.
- Operations (Chemical), M.Tech
(Transfer Process)
4 Mukherjee Ananda Business B.E (Mech), 23 6-May-05 47 3,247,677 Vice President- Havell’S India Ltd.
Unit Head - CPD PGDM (Mktg) International Business
5 Roy Dilip Chief of HR BA (Eco-H) ,PGD- 24 6-Apr-05 46 3,804,641 Director - Corporate HR Ranbaxy Laboratories Ltd.
HR&IR (XLRI)
NOTES
1 * Employment of these are contractual. Employments of others are governed by the rules and regulations of the Company from time to time.
2 All above persons are/were full time employees of the Company.
3 None of the above employees is related to any directors of the Company.
4 No employee out of above, falls within the meaning of section 217 (2A)(a)(iii) of the Companies Act, 1956.
5 Remuneration comprises salary, allowances and taxable value of perquisites.
ANNEXURE-D
REPORT ON CORPORATE GOVERNANCE
a) Company’s Philosophy
The Company is driven by the fundamental objective of maximising value by employing its assets and resources in
opportunities that generate the greatest returns and position it for sustained growth, guided by the promise of
“Caring, Sharing, Growing”.
“We will with utmost care for the environment, continue to enhance value; for our customers by providing innovative
products and economically efficient solutions; and for our shareholders through sales growth, cost effectiveness and
wise investment of resources.”
In line with the aforementioned promise, your Company has adopted a comprehensive Corporate Sustainability
Management System that focuses on triple bottom-line reporting on economic, environment and society as per
Global Reporting Initiatives standards. This was put in place in fiscal 2003 and the Company has reported on
progress made, in the subsequent years.
The Company has a stated policy on sustainability which clearly articulates its approach towards sustainable
development through a well laid process for identification of stakeholders and a formal programme for interaction
with them to take their feedback and take action to mitigate the risks indicated through such interactions. This will
not only ensure long term sustainability of the Company but would also help in enhancing shareholder value.
Jubilant’s commitment to high standards of corporate governance practices is reflected in the well-balanced and
independent structure of the Company’s eminent and well-represented Board of Directors. The Board has a fair
representation of executive, non-executive and independent directors, and this emphasis on an independent perspective
of the Board is further reinforced by the fact that more than three-fourths of the board members are non-promoters.
Your Company met all the standards of revised Clause 49 of the Listing Agreement and has proactively completed
the documentation required as per Sarbanes Oxley Act. This reflects the Company’s philosophy to meet international
standards in corporate governance and reporting even more than what is statutorily required.
The Company recognises the importance of sustained and constructive communication with all stakeholders including
investors, lenders, vendors, customers and the community surrounding its operating facilities as a key element in its
overall Corporate Governance framework. Jubilant Organosys, through multiple forms of corporate and financial
communication such as Annual Reports, Corporate Sustainability Reports, Quarterly and Annual Results,
Announcements, Media Releases, implements continuous, efficient and relevant communication to all its stakeholders,
research analysts and business associates.
b) Board of Directors
The Board comprises of twelve directors out of which seven are Non-Executive Independent Directors, two Managing
Directors and three Executive Directors. During the year under review, 6 Board Meetings were held on April 4,
2005, April 16, 2005, July 30, 2005, September 6, 2005, October 28, 2005 and January 14, 2006. The
composition of the Board of Directors and attendance of directors at the Board meetings, Annual General Meeting as
also number of other directorships/committee memberships in Indian public limited companies are as follows:
CMD - Chairman & Managing Director; CCMD - Co-Chairman & Managing Director NED - Non Executive Director;
ED- Executive Director; ID - Independent Director
# Nominee of Citicorp International Finance Corporation and HPC Mauritius Ltd. – Equity Investors.
* Nominee of GA European Investments Limited – Equity Investors, appointed w.e.f. September 6, 2005.
** Committees for this purpose include Audit Committee and Investors Grievance Committee only.
^ Excluding private companies and foreign companies
c) Committees of the Board
The Board of Directors have constituted Committees of Directors with adequate delegation of powers to discharge
urgent business of the Company. The Committees under the Corporate Governance are (a) Audit Committee (b)
Investors Grievance Committee (c) Remuneration Committee. The Committees meet as often as required.
1) Audit Committee
(i) Terms of reference:
The terms of reference of Audit Committee are the reviewing of all matters specified in revised clause 49
of the Listing Agreement and section 292A of the Companies Act, 1956, which inter-alia include the
following:
Oversight of financial reporting process and disclosure of financial information
Reviewing the performance of statutory auditors and recommendation of their appointment/re-
appointment/ replacement/removal and fixing of their remuneration
Reviewing the quarterly and yearly financial statements before submission to the Board
Reviewing the adequacy of internal control systems and internal audit functions
Discussion with internal auditors of any significant findings and follow up thereon
Reviewing Management Discussion and Analysis of financial condition and results of operations
Reviewing internal audit reports relating to internal control weaknesses
Reviewing financial statements of subsidiaries, in particular, the investments made by the unlisted
subsidiary companies
Reviewing related party transactions
(ii) Composition
The Committee comprises of 6 Non-Executive Independent Directors. The Company Secretary is the
Secretary of the Committee. The Internal Auditors and External Auditors are also invited to attend the
meetings of the Committee. The Committee met 5 times during the year on April 15, 2005, July 26,
2005, September 20, 2005, October 28, 2005 and January 13, 2006. The attendance of members at
the meetings was as follows:
Name of the Member Status No. of meetings attended
Mr. Bodhishwar Rai Chairman 5
Mr. Arabinda Ray Member 5
Mr. Surendra Singh Member 3
Mr. Ajay Relan Member —
Mr. Abhay Havaldar (w.e.f. September 6, 2005) Member 1
Mr. H K Khan (w.e.f. October 28, 2005) Member 1
Options vest in the holders in stages, over five years from the date of grant. However, as a result of sub-division of
equity shares, the holder of each Stock Option has a right to subscribe to five equity shares of Re.1 each at an
exercise price of Rs.201.33 per equity share.
Number of Equity Shares in the Company held by Non-Executive Directors as on March 31, 2006
Name Shares of Re.1 each held
Mr. Bodhishwar Rai Nil
Mr. Arabinda Ray 1,740
Mr. Surendra Singh Nil
Mr. H K Khan Nil
Dr. Naresh Trehan Nil
Mr. Ajay Relan Nil
Mr. Abhay Havaldar Nil
Mr. Vishal Marwah Nil
Other than holding shares/options as above and remuneration indicated above, the Non-Executive Directors did not
have any pecuniary relationship or transactions with the Company.
iii) Criteria for making payment to Non-Executive Directors
The Company considers the time and efforts put in by the Non-Executive Directors in deliberations at Board/
Committee meetings. They are compensated through sitting fees for attending the meetings and also through
commission as approved by Central Govt.
e) General Body Meetings
(i) The last three Annual General Meetings of the Company were held as under:
Financial Year Date Time Location
2004-05 29-08-2005 11.30 a.m. Registered Office: Bhartiagram,
Gajraula, District Jyotiba Phoolay
Nagar, U.P.
2003-04 15-09-2004 11.30 a.m. Same as above
2002-03 26-09-2003 11.30 a.m. Same as above
(ii) Special resolutions passed during last 3 AGMs
AGM Date of AGM Subject matter of Special Resolutions Passed
th
27 AGM August 29, 2005 1. Payment of commission to Non-Executive Directors
not exceeding 1% p.a. of the net profits of the
Company, subject to a maximum of Rs.2 Lacs p.a.
to each such Non-Executive Director.
2. Permitting one or more Foreign Institutional Investors
to invest and hold in the aggregate, upto 45% of the
paid-up capital of the Company.
3. Preferential issue of 990,000 equity shares of Rs.5
each, at a price of Rs.1,100 per equity share to GA
European Investments Ltd.
4. Issue of upto 717,500 Stock Options to employees.
5. Issue of Stock Options to employees of subsidiary
companies.
th
26 AGM September 15, 2004 NIL
th
25 AGM September 26, 2003 NIL
(iv) Whether any Special resolutions are proposed to be passed through Postal Ballot
No
(v) Procedure for Postal Ballot
The notices containing the proposed resolutions and explanatory statements thereto were sent to the registered
addresses of every shareholder of the Company alongwith a Postal Ballot Form and a postage pre-paid envelope
containing the address of the Scrutinizer. Mr. Tanuj Vohra, Practising Company Secretary, was appointed by the
Board as the Scrutinizer for carrying out postal ballot process on both the occasions. The Postal Ballot Forms
received within 30 days of despatch were considered by the Scrutinizer, who submitted his report to the Chairman
& Managing Director of the Company, who on the basis of the report, announced the resolutions to be passed
with requisite majority.
f) Disclosures
(i) There are no materially significant transactions with the related parties viz. promoters, directors or the
management, their subsidiaries or relatives, etc. that may have a potential conflict with the interests of the
Company at large. Related party transactions are given at Note No. 19(a) of Schedule ‘O’ to the accounts.
(ii) No non- compliances have taken place nor have any penalties or strictures been imposed on the Company by the
Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three
years.
(iii) The Company does not have a whistle-blower policy which is non-mandatory.
g) Means of Communication
(i) The quarterly results of the Company are sent to the Stock Exchanges immediately after they are approved by
the Board. The results are published in leading Business Newspapers of the country like The Economic Times
and The Hindu Business Line, general interest national newspapers like The Times of India, Hindustan Times
and The Pioneer and the regional newspapers like Amar Ujala and Dainik Jagran in accordance with the
guidelines of Stock Exchanges.
(ii) The results are also posted on the website of the Company at http://www.jubl.com. The website also displays
official news release. The results are also posted on the official website of SEBI http://www.sebiedifar.com.
(iii) Your Company has well laid out plans for communication to institutional shareholders and brokers. A detailed
investors communication is sent through e-mail to all the leading Indian and international analysts on both buy
and sell side and fund managers. During the financial year the company organised Earnings Calls after every
quarterly results which were well attended by the analysts and fund managers. The Company also organised
one to one meetings with investors in Mumbai post the announcement of quarterly results.
To keep the international investors informed on the developments in the Company, your Company made
investor presentations during the company roadshows and investor conferences in USA, Europe, Singapore
and Hong Kong.
The above chart is based on the monthly closing prices of the shares of the Company and monthly closing BSE Sensex.
During March, 2006, the equity shares of Rs.5 were sub-divided into equity shares of Re.1 each. However, for proper
comparison the above high/low share prices have been adjusted at Rs. 5 per share.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
64
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(xv) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on
equity
(a) FCCB 2009
The Company had issued 1.5% Foreign Currency Convertible Bonds due 2009 (FCCB 2009 ) aggregating
US $ 35 million, in the year 2004-05.
The Bonds are convertible at any time between June 14, 2004 and April 15, 2009 by holders into fully
paid equity shares of Rs.5 each of the Company or Global Depository Shares (GDS), each GDS representing
one equity Share at an initial conversion price of Rs. 818.23 per share with a fixed rate of exchange on
conversion of Rs. 44.805 = US$ 1. The conversion price is subject to adjustment in certain circumstances.
The Bonds may also be redeemed, in whole but not in part, at the option of the Company at any time on
or after May 14, 2007 and prior to May 8, 2009, subject to satisfaction of certain conditions. The
outstanding Bonds remaining after conversion will be redeemed on May 15, 2009 at 113.70% of their
principal amount. The FCCB 2009 are listed on Singapore Stock Exchange. The GDSs arising out of
conversion of FCCB’s are listed on Luxembourg Stock Exchange.
As on 31st March, 2006, FCCB 2009 of US$ 5.55 million were outstanding.
Upon sub-division of each equity share of Rs.5 into 5 equity shares of Re.1 each, the conversion price for
FCCB 2009 stands reduced from Rs. 818.23 to Rs.163.646 per share and the number of shares to be
allotted on conversion will be 5 times the initially agreed number.
(b) FCCB 2010
During the year under review, the Company issued Zero Coupon Foreign Currency Convertible Bonds due
2010 (FCCB 2010) for an aggregate value of US$ 75 million, convertible any time between July 3, 2005
and May 14, 2010 by holders into fully paid equity shares of Rs.5 each of the Company or Global
Depository Shares (GDS), each GDS representing one equity share at an initial conversion price of
Rs.1365.324 per share with a fixed rate of exchange of Rs.43.35 = US$ 1. The conversion price is
subject to adjustment in certain circumstances. The Bonds may also be redeemed, in whole but not in
part, at the option of the Company at any time on or after May 23, 2008, subject to satisfaction of certain
conditions. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed
on May 24, 2010 at 138.383% of their principal amount. The FCCBs are listed on Singapore Stock
Exchange. The GDSs arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange.
Upon sub-division of each equity share of Rs.5 into 5 equity shares of Re.1 each, the conversion price for
FCCB 2010 stands reduced from Rs.1365.324 to Rs.273.0648 per share and the number of shares to
be allotted on conversion will be 5 times the initially agreed number.
(c) EMPLOYEES STOCK OPTIONS
During the year 594,391 Stock Options (each option convertible into one equity share of Re.5 each of the
Company) as per the Jubilant Employees Stock Option Plan, 2005 were granted to eligible Directors (other
than promoter directors) and other employees of the Company/subsidiaries. Out of the above, 564,391
Stock Options were granted at an exercise price of Rs.1,006.65 per share on September 06, 2005 and
30,000 Stock Options were granted at an exercise price of Rs.1,002.05 on October 28, 2005.
st
32,913 options lapsed upto 31 March, 2006. As per the plan, the Options vest in the holders over a
period of five years from the date of grant. As a result of sub-division of equity shares, the holder of each
Stock Option has a right to subscribe to five equity shares of Re.1 each at an exercise price of Rs.201.33
or Rs. 200.41 per equity share, as the case may be.
(d) PAID-UP CAPITAL
The Paid-up Capital as at March 31, 2006 stands at 142,442,995 equity shares of Re.1 each.
The impact of conversion of FCCB 2009 and FCCB 2010 into equity shares and exercise of Employees
Stock Options by employees on the share capital assuming full conversion/exercise would be as follows :–
No. of Shares of Re.1 each
Paid-up Share Capital as on March 31, 2006 142,442,995
Add : Conversion of balance FCCB 2009 1,519,546
Add : Conversion of FCCB 2010 11,906,514
Add : Exercise of Employees Stock Options* 3,587,500
Eventual Paid-up Capital 159,456,555
* Assuming grant of all the Stock Options approved by the members, i.e. 717,500 Stock Options.
Annexure-F
TO WHOM IT MAY CONCERN
This is to confirm that all the Board members and senior management personnel have affirmed compliance with the Code
of Conduct of the Company in respect of the financial year ended March 31, 2006.
th
Date : 18 April, 2006 (SHYAM S BHARTIA)
Place : Noida CHAIRMAN & MANAGING DIRECTOR
x) There are no accumulated losses of the Company as on 31st March 2006. The Company has not incurred any cash losses during
the financial year covered by our audit and in the immediately preceding financial year.
xi) Based on our audit procedures and the information given by the management, we are of the opinion that the Company has not
defaulted in repayment of dues to any financial institution, bank or debenture holders.
xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans
and/or advances on the basis of security by way of pledge of shares, debentures and other securities.
xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a chit fund Company or nidhi /mutual benefit
fund/society.
xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures, and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Companies (Auditor’s Report ) Order, 2003 are not applicable to the Company.
xv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from
bank except one guarantee given in respect of loan availed by an overseas subsidiary Company and the terms of such guarantees
are not prejudicial to the interest of the Company.
xvi) According to the information and explanations given to us, the term loans raised during the year have been applied for the purpose
for which they were raised.
xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we
report that the no funds raised on short-term basis have been used for long term investment.
xviii) The Company has not made any preferential allotment of shares during the year to parties/companies covered in the register
maintained under section 301 of the Companies Act, 1956.
xix) During the year covered by our audit report the Company has not issued secured debentures.
xx) The Company has raised money through public issues (Foreign Currency Convertible Bonds) during the year covered by our report.
The management has disclosed the end use of money so raised (Note 9 schedule O) and we have verified the same.
xxi) Based upon the audit procedures performed and the information and explanations given to us, by the management, we report that
no fraud on or by the Company has been noticed or reported during the course of our audit.
For K.N. Gutgutia & Company
Chartered Accountants
B R Goyal
Place : Noida Partner
Date : 18th April, 2006 Membership No. 12172
SOURCES OF FUNDS
Shareholders’ funds
Share Capital A 142.46 129.58
Reserves & Surplus B 8,102.10 4,830.52
8,244.56 4,960.10
Loan Funds C
Secured Loans 2,385.34 2,038.15
Unsecured Loans 3,854.54 1,619.73
6,239.88 3,657.88
Deferred Tax Liabilities (Net) D 1,056.35 857.70
15,540.79 9,475.68
APPLICATION OF FUNDS
Fixed Assets E
Gross Block 10,516.37 8,359.50
Less: Depreciation 3,529.86 3,083.57
Net Block 6,986.51 5,275.93
Capital Work-in-Progress 1,168.97 929.70
8,155.48 6,205.63
Investments F 2,415.44 990.23
Current Assets, Loans and Advances G
Inventories 2,818.04 1,762.05
Sundry Debtors 2,462.06 1,784.38
Cash & Bank Balances 1,082.28 159.62
Loans and Advances 1,950.66 1,249.01
8,313.04 4,955.06
Less: Current Liabilities & Provisions H
Liabilities 2,281.00 2,039.53
Provisions 1,094.37 691.29
3,375.37 2,730.82
Net Current Assets 4,937.67 2,224.24
Miscellaneous Expenditure I 32.20 55.58
(To the extent not written off or adjusted)
15,540.79 9,475.68
Schedule “A” to “I” and “O” referred above form an integral part of the Balance Sheet.
In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172
INCOME
Sales & Services J 15,048.87 12,179.63
Less: Excise Duty on Sales (1,189.35) (1,034.31)
Net Sales & Services 13,859.52 11,145.32
Other Income K 177.37 138.61
Increase/(Decrease) in Stocks L 118.58 248.63
14,155.47 11,532.56
EXPENDITURE
Manufacturing & Other Expenses M 11,776.37 9,468.63
Depreciation & Amortization (Net) 450.62 356.85
Less: Transferred from Revaluation Reserve for Depreciation
on Revalued Amounts (Refer Note 1 (B) (v) of Schedule “O”) (9.07) (9.15)
441.55 347.70
Interest N 146.63 213.19
12,364.55 10,029.52
Profit Before Tax 1,790.92 1,503.04
Current Tax provision including Wealth Tax 228.40 256.16
Deferred Tax Liability 153.20 116.08
Tax adjustments for earlier years (Net) - (2.13)
Fringe Benefit Tax 21.42 -
403.02 370.11
Profit After Tax 1,387.90 1,132.93
Balance Brought Forward from Previous Year 1,662.16 1,063.98
Balance Available for Appropriation 3,050.06 2,196.91
APPROPRIATIONS
Dividend on Equity Shares 183.07 161.96
Tax on Distributed Profits on Equity Shares 25.68 22.79
208.75 184.75
Transfer to General Reserve 400.00 350.00
Balance Carried to Balance Sheet 2,441.31 1,662.16
Basic Earnings Per Share of Re 1 each (In Rupees) O 10.15 9.39
Diluted Earnings Per Share of Re 1 each (In Rupees) O 9.17 8.90
Notes to Accounts & Significant Accounting Policies O
Schedule “J” to “O” referred above form an integral part of the Profit & Loss Account.
In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172
In terms of our report of even date attached. For and on behalf of the Board
A. SHARE CAPITAL
Authorised
300,000,000 Equity Shares of Re. 1 each 300.00 300.00
(Previous Year 60,000,000 Equity Shares of Rs. 5 each)
2,500,000 Redeemable Cumulative Preference Shares of Rs. 100 each. 250.00 250.00
(Previous Year 2,500,000 Redeemable Cumulative
Preference Shares of Rs. 100 each.)
550.00 550.00
Issued & Subscribed
142,474,995 Equity Shares of Re. 1 each 142.48 129.60
(Previous Year 25,919,755 Equity Shares of Rs. 5 each) 142.48 129.60
Paid up
142,442,995 Equity Shares of Re. 1 each 142.44 129.56
(Previous Year 25,913,355 Equity Shares of Rs. 5 each)
Add: Equity Shares Forfeited (paid up) 0.02 0.02
142.46 129.58
Notes:
1) During March 2006, each equity share of Rs. 5 was sub-divided into 5 equity shares of Re. 1 each.
2) During the year 2005-06, the Company allotted in accordance with SEBI Guidelines, 990,000 fully paid up equity shares of Rs. 5
each, at a premium of Rs.1095 per share, (equivalent to 4,950,000 equity shares of Re. 1 each at a premium of Rs. 219 per
share) on private placement basis to GA European Investments Limited.
3) During the year 2005-06, the Company issued Zero Coupon Foreign Currency Convertible Bonds due 2010 (FCCB 2010) for an
aggregate value of US$75 million, convertible any time between July 3, 2005 to May 14, 2010 by holders into fully paid equity
shares of Re. 5 each of the Company or Global Depositary Shares (“GDSs”) each representing one equity share at an initial
conversion price of Rs.1,365.324 per share with a fixed rate of exchange of Rs. 43.35 = US$1. The conversion price is subject to
adjustment in certain circumstances. The Bonds may also be redeemed, in whole but not in part, at the option of the Company at
any time on or after May 23, 2008, subject to satisfaction of certain conditions. Unless previously converted, redeemed or purchased
and cancelled, the Bonds will be redeemed on May 24, 2010 at 138.383% of their principal amount. The FCCBs are listed on
Singapore Stock Exchange. The GDSs arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange. Upon sub-
division of each equity share of Rs. 5 into 5 equity shares of Re. 1 each, the conversion price for FCCB 2010 stands reduced from
Rs. 1,365.324 to Rs. 273.065 per share and the number of shares to be allotted on conversion will be 5 times the initially agreed
number. Assuming full conversion of these FCCBs, 11,906,514 equity shares of Re. 1 each would be allotted.
4) The Company had issued 1.5% Foreign Currency Convertible Bonds due 2009 (FCCB 2009) aggregating US$ 35 million, in the
year 2004-05. The Bonds are convertible at any time between June 14, 2004 and April 15, 2009 by holders into fully paid equity
shares of Rs. 5 each of the Company or Global Depositary Shares (“GDSs”) each representing one equity share at an initial
conversion price of Rs. 818.23 per share with a fixed rate of exchange on conversion of Rs. 44.805 = U.S.$1. The conversion price
is subject to adjustment in certain circumstances. The Bonds may also be redeemed, in whole but not in part, at the option of the
Company at any time on or after May 14, 2007 and prior to May 8, 2009, subject to satisfaction of certain conditions. Unless
previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on May 15, 2009 at 113.70% of their
principal amount. The FCCBs are listed on Singapore Stock Exchange. The GDSs arising out of conversion of FCCBs are listed on
Luxembourg Stock Exchange. Out of these FCCB 2009, US$ 29.45 million were converted upto 31st March 2006 into equity
shares and this represents 8,063,115 shares of Re.1 each as on 31st March, 2006. Upon sub-division of each equity share of
Rs.5 into 5 equity shares of Re.1 each, the conversion price for FCCB 2009 stands reduced from Rs. 818.23 to Rs.163.646 per
share and the number of shares to be allotted on conversion will be 5 times the initially agreed number. The outstanding balance of
FCCB 2009 - US$ 5.55 million, on conversion would result in allotment of 1,519,546 equity shares of Re 1 each.
5) During the year, as per Jubilant Employees Stock Option Plan, 2005, 594,391 options were granted to specified categories of
employees and directors of the Company and its subsidiaries. Each option, upon vesting, shall entitle the holder to subscribe to one
equity share of Rs. 5 each. During the year 32,913 options were forfeited. As a result of sub-division of each Rs. 5 equity share into
5 equity shares of Re.1 each, 2,807,390 equity shares of Re.1 each would be allotted, assuming full exercise of the balance
options.
(Rs./million)
As at 31st Additions/Created Deductions As at 31st
March, 2005 during the year March, 2006
Notes :
(1) a) Additions denote premium on issue of shares on preferential basis and on conversion of FCCB.
b) Deductions denote an amount of Rs. 82.14 million towards Foreign Currency Convertible Bond Issue Expenses,
Rs. 170.06 million (net of write in of Rs. 21.59 million) being pro-rata provision of premium on redemption of FCCB and
Rs. 0.72 million towards Share Issue Expenses in respect of preferential issue of shares during the year.
(2) Refer Note 1B(v) of Schedule “O”.
C. LOANS
Secured
A) Loans From Bank
-Term Loans 892.30 740.60
[Including Rs. 892.30 million (Previous year Rs. 240.60 million) in foreign currency]
-Working Capital 808.75 359.58
[Including Rs. Nil (Previous year Rs. 322.98 million) in foreign currency]
-Vehicle Loans 3.13 5.45
B) Loans From Others
-Term Loans 681.16 845.03
[Including Rs. 83.88 million (Previous year Rs. 136.70 million) in foreign currency]
-Working Capital - 87.49
[Including Rs. Nil (Previous year Rs. 87.49 million) in foreign currency]
2,385.34 2,038.15
Unsecured
Notes :
1) Term Loans (in Indian Currency) from Export Import Bank of India and Long Term Foreign Currency Loan of
US$ 5 million from Export Import Bank of India and External Commercial Borrowing of US$ 20 million from State Bank of India-
New York Branch are secured by a first charge by way of:
a) Mortgage of the immovable assets and charge by way of hypothecation on the movable assets, both present and future [Save
& except Book debts and Bankers Goods as per Note 2 below and specified exclusions listed in notes i to iv below] pertaining
to the Company’s manufacturing facilities located at Bhartiagram, District Jyotiba Phoolay Nagar, Uttar Pradesh and at Village
Samlaya, Taluka Savli, District Vadodara, Gujarat.
i. Specified land and buildings situated at Bhartiagram, District Jyotiba Phoolay Nagar, Uttar Pradesh and constructed out
of the financial assistance granted by HDFC.
ii. Land and Building located at Plot No 1A, Sector 16A, Noida, Uttar Pradesh.
iii. Land & Building of Active Pharmaceutical Ingredients Unit located at Nanjangud, Mysore, Karnataka.
iv. Immovable assets of the Company situated at Nimbut Village, Nira, District Pune, Maharashtara.
b) Hypothecation of fixed assets [other than Land and Building as mentioned in 1a (iii) above] both present and future pertaining
to the Company’s manufacturing unit situated at Nanjangud, Mysore, Karnataka;
d) Mortgage in respect of External Commercial Borrowing of US$ 20 million from State Bank of India is pending creation.
2) i) Working Capital Facilities sanctioned by Consortium of Banks and notified Financial Institutions comprising of ICICI Bank
Limited, Corporation Bank, Punjab National Bank, State Bank of India, Canara Bank, Export Import Bank of India, ING Vysya
Bank Ltd., ABN Amro Bank and Standard Chartered Bank are secured by a first charge by way of hypothecation, ranking pari
passu inter-se Banks, of the entire book debts and receivables of the Company and moveable inventories both present and
future at the manufacturing facilities at Bhartiagram, District Jyotiba Phoolay Nagar, Uttar Pradesh, at Nimbut Village, Nira,
District Pune, Maharashtra and at Village Samlaya, Taluka Savli, District Vadodara, Gujarat and at Nanjangud, Mysore, Karnataka
(save and except book debts and inventories related to IMFL business at Nimbut Village, Nira, District Pune, Maharashtra).
ii) The Company also has a Commercial Paper Programme aggregating Rs. 1500 million and Short-term debt programme of
Rs. 500 million within the overall Working Capital Limits sanctioned to it by the Working Capital Consortium. As on 31.03.06,
there was Rs. Nil loan outstanding against the same. The Company has availed Rs. 1800 million against the said facility
during the year (Previous year Rs. 550 million).
3) Loans availed for financing purchase of vehicles are secured by a first charge by way of an exclusive hypothecation of the vehicles
purchased out of the loan proceeds in favour of the lender.
4) Secured Loans includes loans of Rs. 224.50 million (Previous year Rs. 281.30 million) repayable within one year.
(Rs./million)
JUBILANT-2.p65
GROSS BLOCK-COST/BOOK VALUE D E P R E C I A T I O N/ A M O R T I Z A T I O N NET BLOCK
Total Additions/ Deductions/ Total Total Provided Deductions/ Total As at As at
as at adjustments adjustments as at as at during adjustments as at 31st 31st
Description 31st March during the during the 31st March 31st March the year during the 31st March March March
2005 year year 2006 2005 year 2006 2006 2005
Land
79
(a) Freehold 153.68 68.19 18.80 203.07 203.07 153.68
(b) Leasehold 120.09 12.84 12.84 120.09 120.09 120.09
Buildings
79
-Patents/product development 64.77 11.51 76.28 19.16 8.96 28.12 48.16 45.61
(b) Other
-Rights 44.36 2.40 46.76 25.38 9.35 34.73 12.03 18.98
TOTAL 8,359.50 2,199.57 (4) 42.70 10,516.37 3,083.57 450.62 4.33 3,529.86 6,986.51 5,275.93
Previous Year 7,137.01 1,317.77 95.28 8,359.50 2,800.69 356.85 73.97 3,083.57
Capital Work in Progress, Capital Advances & Project Expenses Pending Capitalization 1,168.97 929.70
8,155.48 6,205.63
Notes :
8/7/2006, 6:47 PM
(1) Building includes Rs.500 being cost of share in Co-operative Housing Society.
(2) Adjustment/Deduction in Plant & Machinery includes Rs. Nil (Previous year Rs. 10.14 million (Net)) being adjustment on account of write off due to impairment of Assets (in accordance with
AS-28), which has been adjusted to General Reserve.
(3) Capital Work in Progress includes Rs. 195.21 million (Previous year Rs. 36.75 million) being R&D expenses incurred on Product Development (intangibles) pursuant to AS-26.
(4) Includes Rs.309.71 million in respect of R&D Assets.
(5) Capital Research & Development Expenditure aggregating to Rs. 291.95 million incurred during the year are included in Additions to Fixed Assets/Capital work in Progress.
Notes:
(1) Figures in ( ) are in respect of previous year.
(2) During the year, the following current investments (Non-Trade) were purchased and sold:
i) 12,222,180 Units of HDFC Cash Management Fund-Saving Plan-at cost of Rs. 130.00 million.
ii) 82,000,000 Units of Standard Chartered Mutual Fund-GCCD Grindlays Cash Fund- at cost of Rs. 820.00 million.
iii) 16,000,000 Units of ABN Amro Cash Fund- Institutional Plus at cost of Rs. 160.00 million.
(1) Includes: a) Margin Money - Rs. 1.12 million (Previous Year Rs. 1.33 million) b) Rs. Nil (Previous Year Rs. 1.44 million) being
unutilized money raised from the issue of Foreign Currency Convertible Bonds.
(2) Maximum Balance outstanding during the Year a) Rs. 3,173.33 million with ICICI Bank UK Ltd (Previous Year
Rs. 1,517.43 million) b) Rs. Nil (Previous Year Rs. 0.17 million) with Bank of China c) Rs. 869.99 million (Previous Year Rs. Nil)
with SBI New York in Fixed Deposit Account. d) Rs. 481.58 million (Previous Year Rs. Nil) with ICICI Bank, Singapore
e) Rs. 689.10 million (Previous Year Rs. Nil) with ICICI Bank, Canada.
(3) Includes Rs. 186.96 million (Previous Year Rs. 250.89 million) Export Benefits Receivables.
(4) Deposit against disputed demands - Rs. 86.88 million (Previous Year Rs. 110.58 million)
(5) Debtor includes Rs. 9.50 million being remittance in transit pending receipt in India, from an overseas subsidiary.
(1) Includes Rs. 463.71 million (Previous Year Rs. 600.23 million) being Acceptances.
(2) Includes provision for pro-rata premium on redemption of FCCB -Rs. 203.63 million (Previous Year Rs. 33.57 million)
(Rs./million)
I. MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
K. OTHER INCOME
(1) Includes: a) Income from Utilities provided Rs. 13.96 million (Previous Year Rs. 0.53 million)
(Tax Deducted at source Rs. 0.85 million - Previous Year Rs. 0.09 million)
b) Processing Charges of Rs. Nil (Previous Year Rs. 0.52 million)
(Tax Deducted at source Rs. Nil -Previous Year Rs. 0.01 million)
c) Interest Income of Rs. 47.02 million (Previous Year Rs. 2.96 million)
d) Bad Debts recovered/recoverable Rs. 6.18 million (Previous Year Rs. 5.62 million)
(2) In respect of disposal of land - Rs. 10.99 million
(Rs./million)
L. INCREASE/(DECREASE) IN STOCKS
Stock at close -Process 349.57 272.19
Stock at close -Finished 563.75 506.54
913.32 778.73
Stock at commencement -Process 272.19 172.94
Stock at commencement -Finished 506.54 356.25
778.73 529.19
Increase/(Decrease) in Stocks 134.59 249.54
Less: Increase/Decrease of Finished & Process Stock of IMFL Business (16.01) (0.91)
(Refer Note 16 of Schedule “O”) 118.58 248.63
11,776.37 9,468.63
(1) The above expenses are Netted off, after taking into account credit of Rs. 1.22 million (Previous year Rs. 10.92 million).
(2) The above total expenditure includes:
a) Expenditure incurred on R&D of Rs. 101.78 million (Previous year Rs. 119.68 million) under various heads of accounts
b) Prior period adjustments determined during the years are adjusted to respective heads of account of Rs. 3.40 million (Previous
year of Rs. 3.69 million)
(3) Excise duty expense denotes provision on closing stock and other claims of the Deptt.
(4) Includes Rs. Nil (Previous year Rs. 1.19 million) as contribution to Prime Minister’s National Relief Fund.
(5) Excluding Rs. 0.79 million (Previous year Rs. 0.97 million), being payment for Certification/Audit of FCCB Documents.
(6) Total foreign exchange gain of Rs. 15.66 million (Previous year Rs. 123.32 million) is adjusted against total foreign exchange losses
of Rs. 97.79 million (Previous year Rs. 3.27 million) as disclosed above. Financial charges includes Rs. Nil (Previous year-
Rs. 24.15 million) being one time charges paid for restructuring of long term loans.
N. INTEREST
On Debentures - 0.12
On Term Loans 74.34 144.18
On Deposits 7.52 16.71
On FCCB 9.38 23.05
On Overdrafts & other Borrowings (2) 63.12 45.05
154.36 229.11
Less: Interest Income [Tax deducted at source 7.73 (1) 15.92 (1)
Rs. 0.34 million (Previous year Rs. 1.66 million)] 146.63 (3) 213.19 (3)
(1) Includes Rs. 5.88 million (Previous Year Rs. 4.53 million) charged to Subsidiary Company.
(2) Includes Rs. 19.47 million (Previous Year Rs. 8.99 million) as Discounting Charges on Commercial Papers.
(3) Net of Interest Capitalization
Notes to the Balance Sheet as at 31st March, 2006 and Profit and Loss Account for the year ended on that date.
A. Basis of Accounting
The Accounts of the Company (except for revaluation of certain fixed assets) are prepared under historical cost convention and in
accordance with the relevant applicable Accounting Standards using the accrual basis of accounting.
i. Fixed Assets are recorded at cost inclusive of such expenses as referred to in (viii) hereunder and/or at the revalued value as
ascertained by approved valuers and at book value in case of assets acquired at the time of amalgamation of certain entities
with the Company and at such fair value as ascertained by the valuer in case of acquisition of manufacturing facilities as a
going concern including the cost incidental to and /or attributable to such acquisition.
ii. Depreciation is provided on Straight Line Method, except in case of Plant & Machinery at Nira & Savli plants which is on
Written Down Value Method, at rates mentioned and in the manner specified in Schedule XIV to the Companies Act, 1956 (as
amended), on the original cost/ acquisition cost of assets and read with the statement as mentioned in iii, v, vi, vii, viii & ix here
in under and on the revalued portion of the assets at the rates suggested by the valuers and/or at such rate arrived at with
reference to residual life. Certain plants were classified as continuous process plants from the financial year ended 31-03-
2000 and such classification has been done on technical assessment, (relied upon by the auditor being a technical matter)
and depreciation on such assets has been provided accordingly.
iii. Depreciation, in respect of assets added/installed up to 15th December, 1993, is provided at the rates applicable at the time
of additions/installations of the assets as per Schedule XIV to the Companies Act, 1956 and depreciation, in respect of assets
added/installed during the subsequent period, is provided at the rates, mentioned in Schedule XIV to the Companies Act,
1956 read with Notification dated 16th December, 1993 issued by Department of Company Affairs, Government of India;
iv. Intangibles Assets consisting of Patents/Rights/ New Product Development (acquired/self generated) are capitalised and are
amortised over a period of 5 years.
v. Freehold Land, Buildings and Plant and Machinery of the Company was last revalued in the year 1991-92 on the basis of report
obtained from an approved valuer and Rs. 245.65 million was added to the Gross Block of such assets and accordingly
depreciation has been provided on the revalued figures. The first revaluation of said assets was done during the year 1987-88.
A sum of Rs. 9.07 million (Previous Year Rs. 9.15 million) has been transferred from Revaluation Reserve to Profit and Loss
Account, and balance of Rs. 18.80 million which represents the difference between the depreciation on the revalued value and
the original cost of the assets and the nominal value remaining in the Revaluation Reserve and revalued portion of cost of assets
so revalued, has been netted off.
vi. Depreciation on assets added/disposed off during the year has been provided on pro-rata basis with reference to the month of
addition/disposal.
vii. Insurance spares/standby equipments are capitalised as part of the mother assets and are depreciated at the applicable rates,
over the remaining useful life of the mother assets.
viii. Interest (including exchange difference considered as cost of borrowings in terms of Accounting Standard Interpretation ASI-
10 issued by ICAI) on loans & other financial charges and preoperative expenses including Trial Run Expenses (Net) for
projects and/or substantial expansion up to the date of commencement of commercial production/ stabilization of the project
are capitalised.
ix. Certain employee perquisite – related assets are depreciated over five years, being the period of the perquisite scheme.
(i) Leasehold Land value is not amortized in view of the long tenure of the un-expired lease period/option of conversion to freehold
at the expiry of lease tenure.
(ii) Other lease assets: Assets, if any, acquired under finance lease from 1st April 2001 are capitalized at the lower of their fair
value and the present value of the minimum lease payment in line with the Accounting Standard 19 (AS-19)-“Leases”, issued
by the Institute of Chartered Accountants of India (ICAI). In respect of other leases, lease rentals are charged to Profit and Loss
Account.
Inventories are valued at lower of cost or net realizable value except scrap, which is at net estimated realisable value.
Cost include all direct costs, cost of conversion and appropriate portion of overheads and such other costs incurred as to bring the
inventory to its present location and condition inclusive of excise duty wherever applicable. Cost formula used is based upon
weighted average cost.
D. Investments
Long Term quoted investments (non-trade) if any, are valued at cost unless there is a permanent fall in their value as at the date of
Balance Sheet.
Unquoted investments in subsidiaries being of long term and of strategic in nature are valued at cost and no loss is recognized for
the fall, if any, in their net worth, unless the diminution in value is other than temporary. Investment in foreign subsidiary companies
are expressed in Indian currency at the rates prevailing on the date when the remittance for the purpose was made/ foreign currency
balance abroad was used, as the case may be.
E. Taxation
Current Tax provision is made, taking into consideration the various benefits / concessions to which the Company is entitled to as
well as the normal tax provisions and the contentions of the Company and also the fact that certain expenditure becoming
allowable on payment being made before filing of the return of income.
In accordance with Accounting Standard 22(AS-22) – “Accounting for Taxes on Income”, issued by the ICAI, the deferred tax for
timing differences between the book and tax profits for the year is accounted for using the tax rates and laws that have been
enacted or substantively enacted as of the Balance Sheet date.
Deferred Tax assets (reviewed at each Balance Sheet date) arising from timing differences are recognized to the extent there is
virtual certainty, as the case may be, that such assets are capable of being realized in future.
Transactions in foreign currency are recorded at the exchange rate prevailing on/or closely approximating to the date of transactions.
Current Assets and Liabilities (other than relating to Fixed Assets) are restated at the rate prevailing at the period end or at the
forward rate where forward cover for specific asset/liability has been taken. The difference between the period end rate and the
exchange rate at the date of the transaction is recognized as income or expense in the Profit and Loss Account, except where such
difference is considered as part of cost of borrowing in terms of Accounting Standard Interpretation ASI-10 issued by ICAI. In
respect of forward exchange contracts, the difference between the contract rate and the rate on the date of transaction is recognized
as income or expense in the Profit and Loss Account over the life of the contract.
In the case of liabilities incurred for the acquisition of imported fixed assets, the loss or gain on conversion (at the rate prevailing at the
period end or at the forward rate where forward covers are taken) is included in the carrying amount of the related fixed assets.
Interest Swaps (in foreign currencies) outstanding at the year-end are marked to market and the resultant gain /loss is recognized
as such.
Provision are recognized for liability if the Company has present obligation at the date of accounts as a result of past event and there
is probability of outflow of economic resources and the amount is capable of being estimated reliably. Contingent Liability is
disclosed when the said conditions are not met. Contingent Assets are not recognized/disclosed. Provisions, Contingent Liabilities
and Contingent Assets are reviewed at each Balance Sheet date.
Revenue expenditure on Research & Development is included under the natural heads of expenditure. Capital expenditure on
Research & Development are treated in the same manner as expenditure on other Fixed Assets, except for development cost which
relate to the design and testing of new or improved materials, products or processes which are recognized as an intangible assets
to the extent that it is expected that such assets will generate future economic benefit.
I. Retirement Benefits
• Provision for gratuity and leave encashment are made on the basis of actuarial valuation and charged to the Profit & Loss
Account.
• Contributions to Superannuation Fund are given to LIC, (which administers the fund) and are charged to Profit & Loss Account.
• Employer’s contribution to Employees Provident Fund is charged to Profit & Loss Account.
JUBILANT ORGANOSYS LIMITED ANNUAL REPORT - 2005-2006
87
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J. Borrowing Cost
Borrowing costs attributable to acquisition and construction of qualifying assets are capitalized as a part of the cost of such assets
up-to the date as mentioned in Note No. B (a) viii above. Other borrowing costs are charged as expenses in the year in which they
arise.
K. Revenue Recognition
Revenue from Sales is recognized on dispatch of material and point when risk and reward are transferred to the customers. Sales
include excise duty, export incentives and subsidies but exclude inter divisional transfers and sales tax. In order to comply with the
Accounting Standard Interpretation ASI-14 issued by ICAI, Sales (including excise duty) and Net Sales (excluding excise duty) is
disclosed in Profit & Loss Account.
Export incentives/benefits are accounted for on accrual basis and as per the principles given under AS-9 (Revenue Recognition).
L. Miscellaneous Expenditure/Amortisation
Miscellaneous expenditure consists of expenditure in respect of compensation payable as per the terms of Voluntary Retirement
Scheme of the Company and the same are amortised over a period of thirty six months commencing from the month in which
payment/liability arise.
FCCB and share issue expenses/premium on FCCB are adjusted against Share Premium account.
M. Segment Accounting
The accounting policies adopted for segment reporting are in line with accounting policies of the Company. Revenue, expenses,
assets and liabilities have been identified to segments on the basis of their relationship to operating activities of the segments
(taking in account the nature of products and services and risks and rewards associated with them) and internal management
information systems and the same is reviewed from time to time to realign the same to conform to the Business Units of the
Company. Revenue, expense, assets and liabilities, which are common to the enterprise as a whole and are not allocable to
segments on a reasonable basis, have been treated as “Common Revenue/Expense/Assets/Liabilities”, as the case may be.
The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. If any such
indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the
recoverable amount of the cash-generating unit to which the assets belongs is less than the carrying amount, the carrying amount
is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the Profit and Loss
Account. If at the Balance Sheet date there is an indication that previously assessed impairment loss no longer exists, the recoverable
amount is reassessed and the asset is reflected at the recoverable amount.
In accordance with the Securities and Exchange Board of India Guidelines, the stock options granted pursuant to the Company’s
Stock Option Scheme, the intrinsic value of the options being the excess of the market price, if any, of shares over the exercise price
of the option, at the date of grant of options, is treated as discount and accounted as employee compensation cost and amortized
on a straight-line basis over the vesting period. The un-amortized portion, if any, is carried forward as deferred employee compensation.
2. Capital Commitments
Estimated amount of Contracts remaining to be executed on Capital Account (Net of Advances) Rs. 279.27 million (Previous Year
Rs. 486.10 million) [Advances Rs. 30.74 million (Previous Year Rs. 84.27 million)].
a) Claims/Demands/Disputes against which appeals are pending and not acknowledged as debts on account of:
(Rs./million)
2005-06 2004-05
The Company has been advised that its contentions in the matter of disputed demands are legally tenable and hence the possibility
of these maturing is remote.
b) The Company has challenged the levy of transport fee by State of Maharashtra on consumption of rectified spirit and molasses
in the Nira factory. The order of State imposing the levy was stayed by the Hon’ble Mumbai High Court on 22nd October, 2001.
The Company has been advised that the levy of transport fee on rectified spirit and molasses by State is not tenable. However
the Company has deposited Rs. 6.28 million under protest out of the total transport fee of Rs. 81.64 million.
c) Outstanding guarantees furnished by Banks on behalf of the Company/by the Company including in respect of Letters of Credits/
Bonds/loss make up guarantee is Rs. 521.08 million (Previous Year Rs. 1004.57 million).
d) The Company has given a guarantee to Cooperatieve Centrale Raiffeisen-Boerenleen Bank B.A-Singapore Branch (Rabo Bank,
Nederland) the Lender for providing a loan of US$ 20 million to Clinsys Holdings Inc. a subsidiary of the Company for the
acquisition of Clinsys Inc. (formerly Target Research Associates Inc.). The guarantee shall cover the principal amount along with
interest & other obligations under the agreement between the said Clinsys Holding Inc. and the said lender, Cooperatieve
Centrale Raiffeisen-Boerenleen Bank B.A-Singapore Branch (Rabo Bank, Nederland)
e) Exports obligation undertaken by the Company under EPCG scheme to be completed over a period of five/eight years on account
of import of Capital Goods at concessional import duty remaining outstanding is Rs. 224.79 million (Previous year Rs. 652.51
million). Similarly Export obligation under Advance License Scheme on duty free import of specific raw materials, remaining
outstanding is Rs. 862.71 million (Previous Year Rs. 611.59 million)
f) The Company has challenged the increase in denaturing fee by the state of Uttar Pradesh w.e.f 1st April 2004 on denaturing of
rectified spirit in the Gajraula factory before the Hon’ble Allahabad High Court and the writ petition has been admitted by the
court. The Company has deposited Rs 7.63 million under protest which is shown as deposits.
g) Zila Panchayat at J.P. Nagar (in respect of the Company’s Gajraula plant) served a notice demanding a compensation of
Rs. 277.40 million allegedly for creating lagoons on their lands, percolation of poisonous water stored in lagoons resulting in
loss of crops and cattle of the farmers and for putting poisonous fly ash on national highway which caused loss to the health and
damages to eyes and skin of people.
District Magistrate issued a recover y certificate along with 10% collection charges inflating the demand to
Rs. 305.14 million. In the opinion of the Company, the Zila Panchayat has no justification in raising this demand. The demand
was challenged in Hon’ble Allahabad High Court and the court stayed the demand till further orders.
4. The Hon’ble Supreme Court has quashed the levy of licence fee by State of Uttar Pradesh on captive consumption of denatured spirit
in the Gajraula factory. While passing the judgment, the Hon’ble Court inadvertently recorded that license fee has not been collected
by the State Govt. This has been sought to be corrected by moving rectification application. Consequent to that the Company is
entitled to a refund of Rs. 84.06 million.
5. The Company has challenged the levy of license fees of Rs. 2.87 million by State of UP, for grant of PD-2 license for manufacture of
Ethyl Alcohol for industrial use, before the Hon’ble Allahabad High Court. The writ petition has been admitted and is being listed for
final hearing. Though the amount has been deposited and shown as such. However no provision against this has been made as the
issue is covered by the earlier judgment of the Hon’ble Supreme Court of India.
6. Other Income of the previous year includes exceptional item of Rs. 88.74 million being the difference between the amount of
deferred sale tax loans and the amount of payment made (being the Net Present Value of such Deferred Sales Tax Loan) before the
completion of deferred period, pursuant to notification issued by the Government of Maharastra consequent to the scheme of pre
payment.
7. Dividend on equity shares includes Rs. 5.72 million (inclusive of Dividend Tax) in respect of shares allotted between 31st March,
2005 to the record date for dividend.
8. a) Loans repayable on demand to Subsidiary Company including interest accrued thereon, namely, Jubilant Biosys Ltd. – Rs.106.08
million (Previous Year Rs. 55.73 million) {Maximum amount due at any time during the year Rs. 105.20 million (Previous
Year Rs. 82.40 million)}
b) Sundry Debtors as shown in Schedule “G” is net after giving the effect of sale of receivables amounting to
Rs. 108.02 million (Previous Year – Rs. Nil)
The Company had issued 1.5% Foreign Currency Convertible Bonds due 2009 (FCCB 2009) aggregating US$ 35
million, in the year 2004-05. The Bonds are convertible at any time between June 14, 2004 and April 15, 2009 by
holders into fully paid equity shares of Rs. 5 each of the Company or Global Depositary Shares (“GDSs”) each representing
one equity share at an initial conversion price of Rs. 818.23 per share with a fixed rate of exchange on conversion of
Rs. 44.805 = U.S.$1. The conversion price is subject to adjustment in certain circumstances. The Bonds may also be
redeemed, in whole but not in part, at the option of the Company at any time on or after May 14, 2007 and prior to May
8, 2009, subject to satisfaction of certain conditions. Unless previously converted, redeemed or purchased and cancelled,
the Bonds will be redeemed on May 15, 2009 at 113.70% of their principal amount. The FCCBs are listed on Singapore Stock
Exchange. The GDSs arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange. Out of these FCCB 2009,
US$ 29.45 million were converted upto 31st March 2006 into equity shares and this represents 8,063,115 shares of Re. 1
each as on 31st March, 2006. The balance bonds of US$ 5.55 million net of exchange difference, outstanding as of March 31,
2006 are included under ‘ Unsecured Loans’.
Upon sub-division of each equity share of Rs. 5 into 5 equity shares of Re. 1 each, the conversion price for FCCB 2009
stands reduced from Rs. 818.23 to Rs. 163.646 per share and the number of shares to be allotted on conversion will be
5 times the initially agreed number. The outstanding balance of FCCB 2009 - US$ 5.55 million, on conversion would
result in allotment of 1,519,546 equity shares of Re 1 each.
The proceeds were utilised for funding new projects & expansion of existing units – Rs. 795.4 million
(US$ 17.1 million), investment in subsidiar y companies for acquisitions abroad – Rs. 722.0 million
(US$ 16.7 million) and issue expenses – Rs. 50.7 million (US$ 1.1 million).
During the year 2005-06, the Company issued Zero Coupon Foreign Currency Convertible Bonds due 2010 (FCCB
2010) for an aggregate value of US$ 75 million, convertible any time between July 3, 2005 to May 14, 2010 by holders
into fully paid equity shares of Re. 5 each of the Company or Global Depositary Shares (“GDSs”) each representing one
equity share at an initial conversion price of Rs.1,365.324 per share with a fixed rate of exchange of Rs. 43.35 = US$1.
The conversion price is subject to adjustment in certain circumstances. The Bonds may also be redeemed, in whole but
not in part, at the option of the Company at any time on or after May 23, 2008, subject to satisfaction of certain
conditions. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on May 24,
2010 at 138.383% of their principal amount. The FCCBs are listed on Singapore Stock Exchange. The GDSs arising out
of conversion of FCCBs are listed on Luxembourg Stock Exchange. Upon sub-division of each equity share of Rs. 5 into
5 equity shares of Re.1 each, the conversion price for FCCB 2010 stands reduced from Rs. 1,365.324 to
Rs. 273.065 per share and the number of shares to be allotted on conversion will be 5 times the initially agreed number.
Assuming full conversion of these FCCB’s, 11,906,514 equity shares of Re 1 each would be allotted.
The proceeds of FCCB 2010 have been used for funding new projects & expansion of existing units –
Rs. 1384.1 million (US$ 32.2 million), investment in subsidiary companies for acquisitions abroad -
Rs. 929.38 million (US$ 21.5 million), issue expenses – Rs. 78.0 million (US$ 1.8 million) and Balance of Rs. 859.8
million (US$ 19.5 million) has been temporarily deployed as Fixed Deposit with a bank pending utilization. There has
been no conversion during the year in respect of the above FCCBs.
During the year 2005-06, the Company allotted 990,000 fully paid up equity shares of Rs. 5 each, at a premium of Rs. 1095
per share, (equivalent to 4,950,000 equity shares of Re. 1 each at a premium of Rs. 219 per share) aggregating Rs. 1089.0
million on private placement basis to GA European Investments Limited, in accordance with SEBI Guidelines.
The proceeds have been used for Investment in Subsidiary Companies for acquisitions – Rs. 87.0 million and repayment of
debt – Rs. 1002.0 million.
In terms of approval of shareholders accorded at the AGM held on 29th August, 2005 and in accordance with SEBI (ESOP & ESPS)
Guidelines, 1999, the Company instituted Jubilant Employees Stock Option Plan, 2005 (“Plan”) for specified categories of employees
and directors of the Company and its subsidiaries. Under the Plan, upto 717,500 Stock Options can be issued to eligible Directors
(other than promoter directors) and other specified categories of employees of the Company/ subsidiaries. The options are to be
granted at market price. As per SEBI Guidelines, the market price is taken as the closing price on the day preceding the date of
grant of options, on the stock exchange where the trading volume is the highest.
Each option, upon vesting, shall entitle the holder to subscribe to one equity share of Rs. 5 each. The vesting takes place on a
staggered basis over a period of 5 years from the date of grant.
The Company has constituted a Compensation Committee comprising of a majority of independent directors. This Committee is
empowered to administer the Scheme.
During the year, the following options were granted to eligible directors/employees:
Date of grant Number of Exercise Price Market Price
options granted (Rupees) (Rupees)
(As per SEBI Guidelines)
6th September, 2005 564,391 1,006.65 1,006.65 *
28th October, 2005 30,000 1,002.05 1,002.05 **
* Based on closing price on 5th September 2005 at NSE where higher turnover was recorded.
** Based on closing price on 27th October 2005 at BSE where higher turnover was recorded.
The movement in the stock options during the year ended March 31, 2006 is set out below:
Numbers
As a result of sub-division of each Rs. 5 equity share into 5 equity shares of Re. 1 each, 2,807,390 equity shares of Re. 1 each
would be allotted, assuming full exercise of these options.
11. A. Assets aggregating Rs. 49.00 million (Previous Year - Rs. 49.00 million) have been acquired on financial lease during the
earlier years. The obligation for future lease rentals in respect of such assets aggregate to Rs. 1.49 million. (Previous Year -
Rs. 12.10 million) payable within a period of 1 year.
B. The Company’s significant operating leasing arrangements are in respect of premises (residential, offices, godown etc.). These
leasing arrangements, which are cancelable, range between 11 months and 9 years generally and are usually renewable by
mutual agreeable terms. The aggregate lease rentals payable are charged as expenses.
In line with the applicable Accounting Standards, interest on funds utilized and preoperative expenses including trial run expenses
(net) for projects and/or substantial expansions have been capitalized up to the date of commercial production/stabilization of the
project, amounting to Rs. 211.33 million (Previous Year Rs. 86.29 million). All preoperative expenditure including interest and
foreign exchange fluctuation of Rs. 45.98 million totaling to Rs. 93.77 million (Previous Year Rs. 18.99 million) so capitalized and
Trial Run Expenses (net of trial run receipts) are accumulated as Capital work in progress and have been allocated to respective
Fixed Assets.
13. A. The Company, through its wholly owned Subsidiary, Clinsys Holdings Inc. acquired 100% stake in Clinsys Inc. (formerly Target
Research Associates Inc.) in USA, a clinical research organization, for a payment of US $ 33.50 million which is subject to
adjustment in case of change in net working capital from zero. The net working capital is currently assessed at US $ 1.07
million. Clinsys Holding Inc. raised a debt of US $ 20 million and the Company has infused equity of US $ 15.50 million in
Clinsys Holding Inc. to fund the said acquisitions.
B. The Company, through its wholly owned Subsidiary Jubilant Pharma Pte Limited in Singapore, acquired 66.61% equity stake in
Trigen Laboratories Inc. (formerly Trinty laboratories Inc.) Along with its wholly owned subsidiary Jubilant Pharmaceuticals Inc.
(formerly Trigen Laboratories Inc.), a USA based generic pharmaceuticals company having US FDA approved manufacturing
facility for solid dosage forms in Salisbury, USA, for a consideration of US $ 14.25 million. The Company invested US$ 12.20
million as equity share capital in Jubilant Pharma Pte Limited and US$ 2.5 million was invested as Preference Share Capital by
Jubilant Pharma N.V. a WOS of the Company in Belgium. Further the Company is to invest US$ 6 million by December 2006 to
increase its stake to 75%.
C. The Company made, during the year, further Investment of US $ 0.35 million in the Equity of its wholly owned Subsidiary-
Jubilant Organosys (USA) Inc., engaged in trading activities.
D. During the year ended March 31, 2005, the Company acquired 80% equity interest in two Belgium based pharmaceutical
companies namely Pharmaceutical Services Incorporated N.V. and PSI Supply N.V. through its subsidiary namely Jubilant
Pharma N.V. for a consideration of Euro 13.5 million. As per the terms of Share Purchase Agreement, the Company has a Call
Option and the minority shareholder has a put option on the balance 20% equity interest in both the companies. The options
are exercisable at the expiry of period of six years from May 28, 2004.
i. The Small Scale/ancillary industrial undertaking to whom the amount is outstanding for more than 30 days are:
ii. There are no amounts overdue to small scale and/or ancillary industrial suppliers on account of Principal and /or interest as at
the close of the year.
iii. The above disclosures are based on the information/documents available with the Company.
15. A. Deferred Assets and Liabilities are attributable to the following items:
(Rs./million)
C. A sum of Rs. 36.50 million recognized as income against the claim raised by the Company for breach of contract by the other
party, is treated as non-taxable, based on the legal opinion and upon which auditor has relied upon.
D. Deferred Tax provision is net after adjustment of Rs. 45.45 million consequent upon treating certain items of earlier years as
qualifying for treatment under the Deferred Tax Liability.
E. The profit attributable to the operations under the (EOU) Export Oriented Units Scheme are deductible from income up to 31st
March 2009, and accordingly income from EOU setup at Nanjangud, Mysore plant, has been considered as tax deductable,
and provision for current tax is made accordingly.
16. The bottling unit of the company situated at Nira holds a potable liquor license for Indian Made Foreign Liquor (IMFL) and the same
is bottling IMFL on the order of another company and is charging bottling fee.
The Accounts recognise Revenue and Expenditure, only to the extent the Company enjoys beneficial interest.
In Compliance with the requirements of Schedule VI to the Companies Act, 1956, the following information is given hereunder in
respect of the transactions where the Company does not enjoy beneficial interest.
(Rs./million)
st
For the year ended 31 March, 2006 2005
17. Disclosure required by Accounting Standard 29 (AS-29) ”Provisions, Contingent Liabilities and Contingent Assets”
Class of Provisions
Sr. No. Particulars of disclosure Excise Duty Pro-rata premium Total
on redemption of FCCB.
iii) The Financial information about the primary business segments is presented in the table given below:
(Rs./million)
Notes : 1) The Company has disclosed Business Segment as the Primary segment
2) Segments have been identified and reported taking into account the nature of products and services, the differing risk
and returns, the organization structure and the internal financial reporting systems.
3) The Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments
and amounts allocated on a reasonable basis.
4) Total Capital Employed excludes Secured Loans, Unsecured Loans, Deferred Tax.
The Company has entered into transactions with the related parties:
- Subsidiaries
b. Other related parties with whom transactions have taken place during the year
I. Associates
Jubilant Enpro Pvt. Ltd., Jubilant Oil & Gas Pvt. Ltd., Enpro Oil Pvt. Ltd. Domino Pizza India Ltd.
II. Others
Mr. Shyam S. Bhartia, Mr. Hari S. Bhartia, Mr. S.N. Singh, Mr. Shyam Bang, Dr. J.M. Khanna, Mr. R. Sankaraiah
Ms. Shobhana Bhartia, Ms. Sudha Singh, Ms. Shobha Bang, Mr. Ajay Kumar Singh, Ms. Chitra Sankaraiah
The persons constituting the promoter group include individuals and corporate bodies who/which jointly exercise, and are in a
position to exercise, control over the Company. The names of these individuals and bodies corporate are
Mr. Shyam S Bhartia, Mr. Hari S Bhartia, Mrs. Shobhana Bhartia, Mrs. Kavita Bhartia, Mr. Priyavrat Bhartia, Mr. Shamit Bhartia,
Ms. Aashti Bhartia, Master Arjun S Bhartia, Best Luck Vanijya Private Ltd., Enpro Exports Private Ltd., Jaytee Private Ltd., Jubilant
Enpro Private Ltd., Jubilant Securities Private Ltd., Jubilant Capital Private Ltd., Klinton Agencies Private Ltd., Speedage Vinimay
Private Ltd., Rance Investment Holdings Ltd., Cumin Investments Ltd., Torino Overseas Ltd., Vam Holdings Ltd., Westcost Vyapaar
Private Ltd., Nikita Resources Private Ltd., Jubilant Oil & Gas Pvt. Ltd.
20. Details of Remuneration to the Managing Directors, Executive Directors & other Directors under section 198 of the Companies
Act 1956 (Rs./million)
2005-2006 2004-2005
62.52 53.15
The above excludes provision for gratuity where Calculations are on overall Company basis.
Calculation of Profit in accordance with Section 198 of the Companies Act, 1956 for the
purpose of calculation of Commission payable to Directors.
Profit before tax as per Profit & Loss Account 1,790.92 1,503.04
Add: Managerial Remuneration as above 62.52 53.15
Directors Sitting Fees 0.78 0.71
Depreciation(Net) as per Accounts 441.55 347.70
Net Profit 2,295.77 1,904.60
Less: Depreciation under Section 350 of the Companies Act 1956 441.55 347.70
Pro-rata Premium on Redemption of FCCB 170.06 -
Profit on Sale of Assets (Net) 10.53 -
Net Profit in accordance with Section 198 (I) /349 of Companies Act 1956 1,673.63 1,556.90
for calculation of Commission to Directors
Commission @ 1% to each Managing Director (Rounded amount) 33.50 31.00
Restricted to:
**Managing Directors (Previous year Rs. 14.00 million to each) 33.00 28.00
Other Directors (Excluding Executive Directors) Rs. 0.20 million each
(Previous Year Rs. 0.10 million each). 1.00 0.60
Sr. Class of Goods Quantitative Capacity* Opening Stock Production Turnover Closing Stock
No.
Denomination Installed Quantity Rs/ million Qty @@ Quantity Rs/million Quantity Rs/million
1. Alcohol KBL 157,700 2,544 61.98 102,679 5,951 165.60 1,709 28.12
KBL (157,700) (2,872) (29.72) (82,507) (798) (22.75) (2,544) (61.98)
2. Organic including
Speciality Chemicals & MT 485,108 10,685 276.20 424,583 189,388 10,211.50 10,152 326.90
its Intermediates MT (394,145) (19,356) (227.95) (367,771) (185,799) (8,360.26) (10,685) (276.20)
3. Polymers including
Co-polymers & VP Latex/ MT 32,060 647 45.61 26,493 26,220 1,666.16 1,053 63.29
SBR latex MT (31,100) (498) (24.08) (24,144) (24,000) (1,455.64) (647) (45.61)
4. Single Superphosphate MT 132,000 3,762 10.81 172,822 170,966 718.73 5,618 17.80
MT (132,000) (6,622) (16.50) (118,273) (121,133) (446.17) (3,762) (10.81)
5. Sulphuric Acid MT 57,750 634 1.06 57,585 57,729 78.98 490 0.25
MT (57,750) (264) (0.58) (60,359) (25,041) (79.89) (634) (1.06)
6. Dry & Acqueous Choline MT 22,000 139 5.41 8,968 5,240 245.24 323 15.18
Chloride & Ethyoxylates MT (22,000) (305) (11.38) (8,690) (5,505) (250.78) (139) (5.41)
7. Feed Premixes MT 3,500 244 8.31 1,680 1,735 74.86 177 3.18
MT (3,500) (64) (1.35) (2,188) (2,007) (79.08) (244) (8.31)
8. Agri Chemicals KL - 52 5.30 609 637 38.82 49 6.17
KL (-) (43) (5.27) (480) (471) (31.58) (52) (5.30)
9. Active Pharma MT 293 17 61.75 214 201 1,299.32 28 52.58
Ingredients (API) MT (218) (5) (12.24) (139) (128) (1,098.80) (17) (61.75)
10. IMFL KBL 10,800 149 23.86 4,706 - - 233 38.79
KBL (10,800) (176) (22.26) (3,985) (-) (-) (149) (23.86)
* Under the Industrial Policy Statement dated 24th July,1991 and the notifications issued thereunder,no licensing is required for the Company’s products.
20499.15
@@ Includes products manufactured by contract manufacturers on conversion basis wherever applicable
Notes:
a) Acetaldehyde is also produced which is mainly for captive consumption.
b) Closing Stock has been arrived at after considering captive consumptions.
c) Installed capacities are as certified by the Management, being a technical matter and relied upon by the Auditors accordingly.
d) Formaldehyde is also produced which is mainly used captively as process chemicals.
e) V.P. Latex / SBR Latex installed capacity is on wet basis.
f) Difference in quantitative tally represent materials damaged / obsolete / issue for sample etc.
i) Opening Stock
Agrochemicals (Ltrs.) 61,444.00 4.95 25,862.00 4.93
Organic Manure(MT) 580.75 1.30 - -
Other Organic Chemicals (MT) - - - -
Others - - -
ii) Purchases
Agrochemicals (Ltrs.) 968,730.00 49.60 835,793.00 29.55
Organic Manure (MT) 2,475.00 4.68 1,537.05 2.11
Other Organic Chemicals (MT) 13,083.03 314.46 5,242.53 166.77
Others 1,312.76 42.03 1,036.09 53.50
iii) Sales
Agrochemicals (Ltrs.) 916,949.00 54.12 800,211.00 38.39
Organic Manure (MT) 2,918.93 9.39 956.30 4.19
Other Organic Chemicals (MT) 13,083.03 355.81 5,242.53 218.57
Others 1,312.76 49.36 1,036.09 59.71
iv) Closing Stock
Agrochemicals (Ltrs.) 113,225.00 11.23 61,444.00 4.95
Organic Manure (MT) 136.82 0.26 580.75 1.30
Other Organic Chemicals (MT) - - - -
Others - - - -
21. (D) Value of imported and indigenous raw materials, stores and spare parts consumed and percentage thereof for the year.
2005-2006 2004-2005
Pursuant to the approval of the shareholders ballot, each equity share Rs. 5 has been sub-divided into 5 equity shares of Re. 1 each w.ef.
24th March,2006 on the basis of the face value of Re. 1 each. Accordingly, the paid up equity share capital now comprises 142,442,995
equity shares of Rs.1 each amounting to Rs.142.44 million. The EPS figures disclosed above have been calculated for equity shares of
Re. 1 each . Accordingly, the EPS figure for the previous year has also been restated taking the face value at Re.1 for each equity share.
22. Previous Year’s figures have been regrouped/rearranged wherever found necessary to conform to this year’ s classification.
Signatures to Schedule “A” to “O” forming part of the Balance Sheet and Profit and Loss Account.
In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
I. Registration Details
2 0 4 6 2 4
Registration No. State Code 2 0
Balance Sheet Date 3 1 0 3 2 0 0 6
Date Month Year
Application of Funds
Net Fixed Assets Investments
8 1 5 5 4 8 5 2 4 1 5 4 4 0
Net Current Assets Misc. Expenditure
4 9 3 7 6 6 9 3 2 2 0 3
IV. Performance of Company (Amount in Rs. Thousand)
Turnover** Total Expenditure
1 4 0 3 6 9 0 2 1 2 2 4 5 9 7 6
**Includes Other Income
In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172
Noida Lalit Jain R Sankaraiah Hari S Bhartia
Date : 18th April, 2006 Company Secretary Executive Director- Finance Co-Chairman & Managing Director
AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF JUBILANT ORGANOSYS LIMITED ON THE CONSOLIDATED FINANCIAL
STATEMENTS OF JUBILANT ORGANOSYS LIMITED AND ITS SUBSIDIARIES.
1 We have examined the attached Consolidated Balance Sheet of Jubilant Organosys Limited (‘the Company’) and its subsidiaries,
namely, Jubilant Organosys (USA) Inc., Jubilant Biosys Ltd., Jubilant Clinsys Ltd., Jubilant Chemsys Ltd., Jubilant Organosys
(Shanghai) Ltd., Jubilant Pharma NV (and its step down subsidiaries namely, Pharmaceutical Services Incorporated NV and PSI
supply NV), Jubilant Pharma Pte Ltd. (and its step down subsidiaries namely, Trigen Laboratories and Jubilant Pharmaceuticals
Inc.). Clinsys Holding Inc. (and its step down subsidiary namely, Clinsys Inc.) {the company and its subsidiaries constitute ‘the
group’} as at 31st March 2006, the Consolidated Profit and Loss Account for the year then ended and annexed thereto and the
Consolidated Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Jubilant
Organosys Limited’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
2 We conducted our audit in accordance with generally accepted auditing standards in India. These Standards require that we plan
and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in
accordance with an identified financial reporting framework and are free of material misstatements. An audit includes, examining
on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements.
We believe that our audit provides a reasonable basis for our opinion.
3 We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of
Accounting Standard (AS) 21, Consolidated Financial Statements, issued by the Institute of Chartered Accountants of India and on
the basis of the separate audited financial statements of Jubilant Organosys Limited, and its subsidiaries included in the Consolidated
Financial Statements.
4 On the basis of the information and explanation given to us and on consideration of the separate audit report on individual audited
financial statements of Jubilant Organosys Limited, and its aforesaid subsidiaries, in our opinion, the consolidated financial statements
give a true and fair view in conformity with the accounting principles generally accepted in India:
a) In the case of the Consolidated Balance Sheet, of the consolidated state of affairs of ‘the group’ as at March 31, 2006;
b) In the case of the Consolidated Profit and Loss Account, of the consolidated results of operations of ‘the group’ for the year ended
on that date; and
c) In the case of the Consolidated Cash Flow Statement, of the consolidated cash flows of ‘the group’ for the year ended on that date.
B R GOYAL
Place : Noida Partner
Date : 18th April, 2006 Membership No. 12172
SOURCES OF FUNDS
Shareholders’ Funds
Share Capital A 142.46 129.58
Reserves & Surplus B 8,114.74 4,915.33
8,257.20 5,044.91
Minority Interest 150.89 50.50
Loan Funds C
Secured Loans 3,344.89 2,056.15
Unsecured Loans 3,875.44 1,662.62
7,220.33 3718.77
Deferred Tax Liabilities (Net) D 1,042.04 857.86
16,670.46 9,672.04
APPLICATION OF FUNDS
Fixed Assets E
Gross Block 14,020.47 9,443.15
Less: Depreciation 3,778.96 3,151.13
Net Block 10,241.51 6,292.02
Capital Work-in-Progress 1,289.75 976.80
11,531.26 7,268.82
Investments F 2.23 2.10
Current Assets, Loans and Advances G
Inventories 3,116.89 1,937.46
Sundry Debtors 2,479.18 1,765.29
Cash & Bank Balances 1,389.57 375.74
Loans and Advances 1,963.46 1,219.89
8,949.10 5,298.38
Less: Current Liabilities & Provisions H
Liabilities 2,692.65 2,222.82
Provisions 1,151.68 730.02
3,844.33 2,952.84
Net Current Assets 5,104.77 2,345.54
Miscellaneous Expenditure I 32.20 55.58
(To the extent not written off or adjusted)
16,670.46 9,672.04
Notes to Accounts & Significant Accounting Policies O
Schedule “A” to “I” and “O” referred above form an integral part of the Consolidated Balance Sheet.
In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172
Noida Lalit Jain R Sankaraiah Hari S Bhartia
Date : 18th April, 2006 Company Secretary Executive Director- Finance Co-Chairman & Managing Director
INCOME
Sales & Services J 16,242.85 12,736.96
Less: Excise Duty on Sales (1,189.35) (1,034.31)
Net Sales & Services 15,053.50 11,702.65
Other Income K 196.94 166.41
Increase/(Decrease) in Stocks L 194.09 387.81
15,444.53 12,256.87
EXPENDITURE
Manufacturing & Other Expenses M 13,077.13 10,013.87
Depreciation & Amortization (Net) 522.42 390.55
Less: Transferred from Revaluation Reserve for Depreciation
on Revalued Amounts (Refer Note 1 (C) (v) of Schedule “O”) (9.07) (9.15)
513.35 381.40
Interest N 172.66 220.36
13,763.14 10,615.63
Profit Before Tax 1,681.39 1,641.24
Current Tax provision including Wealth Tax 231.20 317.64
Deferred Tax Liability 138.89 116.08
Tax adjustments for earlier years (Net) - (2.13)
Fringe Benefit Tax 22.35 -
392.44 431.59
Profit After Tax 1,288.95 1,209.65
Minority Interests 7.80 (17.72)
Profit After Tax And Minority Interests 1,296.75 1,191.93
Balance Brought Forward from Previous Year 1,702.69 1,048.35
Balance Available For Appropriation 2,999.44 2,240.28
APPROPRIATIONS
Dividend on Equity Shares 183.07 161.96
Tax on Distributed Profits on Equity Shares 25.68 22.79
208.75 184.75
Transfer to General Reserve 400.00 350.00
Transfer to Legal Reserve - 2.84
Balance Carried to Balance Sheet 2,390.69 1,702.69
Basic Earnings Per Share of Re. 1 each (In Rupees) O 9.48 9.88
Diluted Earnings Per Share of Re. 1 each (In Rupees) O 8.57 9.35
In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172
Noida Lalit Jain R Sankaraiah Hari S Bhartia
Date : 18th April, 2006 Company Secretary Executive Director- Finance Co-Chairman & Managing Director
A. SHARE CAPITAL
Authorised
300,000,000 Equity Shares of Re. 1 each 300.00 300.00
(Previous Year 60,000,000 Equity Shares of Rs. 5 each)
2,500,000 Redeemable Cumulative Preference Shares of Rs. 100 each. 250.00 250.00
(Previous Year 2,500,000 Redeemable Cumulative
Preference Shares of Rs. 100 each.)
550.00 550.00
Issued & Subscribed
142,474,995 Equity Shares of Re. 1 each 142.48 129.60
(Previous Year 25,919,755 Equity Shares of Rs. 5 each) 142.48 129.60
Paid up
142,442,995 Equity Shares of Re. 1 each 142.44 129.56
(Previous Year 25,913,355 Equity Shares of Rs. 5 each)
Add: Equity Shares Forfeited (paid up) 0.02 0.02
142.46 129.58
Notes:
1) During March 2006, each equity share of Rs. 5 was sub-divided into 5 equity shares of Re. 1 each.
2) During the year 2005-06, the Company allotted in accordance with SEBI Guidelines, 990,000 fully paid up equity shares of Rs. 5
each, at a premium of Rs. 1095 per share, (equivalent to 4,950,000 equity shares of Re. 1 each at a premium of Rs. 219 per
share) on private placement basis to GA European Investments Limited.
3) During the year 2005-06, the Company issued Zero Coupon Foreign Currency Convertible Bonds due 2010 (FCCB 2010) for an
aggregate value of US$75 million, convertible any time between July 3, 2005 to May 14, 2010 by holders into fully paid equity
shares of Re.5 each of the Company or Global Depositary Shares (“GDSs”) each representing one equity share at an initial conversion
price of Rs. 1,365.324 per share with a fixed rate of exchange of Rs. 43.35 = US$1. The conversion price is subject to adjustment
in certain circumstances. The Bonds may also be redeemed, in whole but not in part, at the option of the Company at any time on
or after May 23, 2008, subject to satisfaction of certain conditions. Unless previously converted, redeemed or purchased and
cancelled, the Bonds will be redeemed on May 24, 2010 at 138.383% of their principal amount. The FCCBs are listed on
Singapore Stock Exchange. The GDSs arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange. Upon
sub-division of each equity of Rs. 5 into 5 equity shares of Re. 1 each, the conversion price for FCCB 2010 stands reduced from
Rs. 1,365.324 to Rs. 273.065 per share and the number of shares to be allotted on conversion will be 5 times the initially agreed
number. Assuming full conversion of these FCCBs, 11,906,514 equity shares of Rs. 1 each would be allotted.
4) The Company had issued 1.5% Foreign Currency Convertible Bonds due 2009 (FCCB 2009) aggregating US$ 35 million, in the
year 2004-05. The Bonds are convertible at any time between June 14, 2004 and April 15, 2009 by holders into fully paid
equity shares of Rs. 5 each of the Company or Global Depositary Shares (“GDSs”) each representing one equity share at an initial
conversion price of Rs. 818.23 per share with a fixed rate of exchange on conversion of Rs. 44.805 = U.S.$1. The conversion
price is subject to adjustment in certain circumstances. The Bonds may also be redeemed, in whole but not in part, at the option
of the Company at any time on or after May 14, 2007 and prior to May 8, 2009, subject to satisfaction of certain conditions. Unless
previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on May 15, 2009 at 113.70% of their
principal amount. The FCCBs are listed on Singapore Stock Exchange. The GDSs arising out of conversion of FCCBs are listed on
Luxembourg Stock Exchange. Out of these FCCB 2009, US$ 29.45 million were converted upto 31st March 2006 into equity
shares and this represents 8,063,115 shares of Re. 1 each as on 31st March., 2006. Upon sub-division of each equity share of Rs.
5 into 5 equity shares of Re.1 each, the conversion price for FCCB 2009 stands reduced from Rs. 818.23 to Rs. 163.646 per
share and the number of shares to be allotted on conversion will be 5 times the initially agreed number. The outstanding balance of
FCCB 2009 - US$ 5.55 million, on conversion would result in allotment of 1,519,546 equity shares of Re. 1 each.
5) During the year, as per Jubilant Employees Stock Option Plan, 2005, 594,391 options were granted to specified categories of
employees and directors of the Company and its subsidiaries. Each option, upon vesting, shall entitle the holder to subscribe to one
equity share of Rs. 5 each. During the year 32,913 options were forfeited. As a result of sub-division of each Rs. 5 equity share into
5 equity shares of Re.1 each, 2,807,390 equity shares of Re.1 each would be allotted, assuming full exercise of the balance
options.
(Rs./million)
As at 31st Additions/Created Deductions As at 31st
March, 2005 during the year March, 2006
B. RESERVES AND SURPLUS
Capital Reserve 22.82 22.82
Capital Redemption Reserve 9.86 9.86
Amalgamation Reserve 13.21 13.21
Securities Premium Account (1) 1,993.00 2,373.22 252.92 4,113.30
Revaluation Reserve (2) 27.87 27.87 -
Debenture Redemption Reserve 99.90 99.90
Foreign Currency Translation Reserve 43.12 18.98 62.10
Legal Reserve 2.84 2.84
General Reserve 1,000.02 400.00 1,400.02
3,212.64 5,724.05
Add : Surplus as per Profit & Loss Account 1,702.69 1,296.75 608.75 2,390.69
Total 4915.33 4,088.95 889.54 8114.74
Previous Year 1,980.67 3,596.46 661.80 4,915.33
Notes :
(1) a) Additions denote premium on issue of shares on preferential basis and on conversion of FCCB.
b) Deductions denote an amount of Rs. 82.14 million towards Foreign Currency Convertible Bond Issue Expenses, Rs. 170.06
million (net of write in of Rs. 21.59 million) being pro-rata provision of premium on redemption of FCCB and Rs. 0.72 million
towards Share Issue Expenses in respect of preferential issue of shares during the year.
(2) Refer Note 1 C(v) of Schedule “O”.
C. LOANS
Secured
A) Loans From Bank
-Term Loans 1,851.85 758.60
[Including Rs. 1784.60 million (Previous year Rs. 240.60 million) in foreign currency]
-Working Capital 808.75 359.58
[Including Rs. Nil (Previous year Rs.322.98 million) in foreign currency]
-Vehicle Loans 3.13 5.45
B) Loans From Others
-Term Loans 681.16 845.03
[Including Rs. 83.88 million (Previous year Rs. 136.70 million) in foreign currency]
-Working Capital - 87.49
[Including Rs. Nil (Previous year Rs. 87.49 million) in foreign currency]
3,344.89 2,056.15
Unsecured
1.5% Foreign Currency Convertible Bonds -FCCB 2009
(Refer Note No 9A of Schedule “O”) 247.61 1,509.20
Zero Coupon Foreign Currency Convertible Bonds -FCCB 2010
(Refer Note 9A of Schedule “O”) 3,346.13 -
Short Term Loans From Bank 205.67 14.03
[Including Rs. 5.67 million (Previous year Rs. 14.03 million) in foreign currency]
Other Loans From Bank 15.23 28.86
[Including Rs. 15.23 million (Previous year Rs. 28.86 million) in foreign currency]
Fixed Deposits 59.24 105.14
Deferred Sales Tax Credits 1.56 5.39
3,875.44 1,662.62
Notes :
1. Term Loans (in Indian Currency) from Export Import Bank of India and Long Term Foreign Currency Loan of US$ 5 million from
Export Import Bank of India and External Commercial Borrowing of US$ 20 million from State Bank of India-New York Branch are
secured by a first charge by way of: -
a) Mortgage of the immovable assets and charge by way of hypothecation on the movable assets, both present and future [Save
& except Book Debts and Bankers Goods as per Note 2 below and specified exclusions listed in notes i to iv below] pertaining
to the Company’s Manufacturing Facilities located at Bhartiagram, District Jyotiba Phoolay Nagar, Uttar Pradesh and at Village
Samlaya, Taluka Savli, District Vadodara, Gujarat.
i Specified land and buildings situated at Bhartiagram, District Jyotiba Phoolay Nagar, Uttar Pradesh and constructed out
of the financial assistance granted by HDFC.
ii Land and Building located at Plot No 1A, Sector 16A, Noida, Uttar Pradesh.
iii Land & Building of Active Pharmaceutical Ingredients Unit located at Nanjangud, Mysore, Karnataka.
iv Immovable assets of the Company situated at Nimbut Village, Nira, District Pune, Maharashtra
b) Hypothecation of fixed assets [other than Land and Building as mentioned in 1a (iii) above] both present and future pertaining
to the Company’s manufacturing unit situated at Nanjangud, Mysore, Karnataka;
d) Mortgage in respect of External Commercial Borrowing of US$ 20 million from State Bank of India is pending creation
2. i) Working Capital Facilities sanctioned by Consortium of Banks and notified Financial Institutions comprising of ICICI Bank
Limited, Corporation Bank, Punjab National Bank, State Bank of India, Canara Bank, Export Import Bank of India, ING Vysya
Bank Ltd., ABN Amro Bank and Standard Chartered Bank are secured by a first charge by way of hypothecation, ranking pari
passu inter-se Banks, of the entire book debts and receivables of the Company and moveable inventories both present and
future at the manufacturing facilities at Bhartiagram, District Jyotiba Phoolay Nagar, Uttar Pradesh, at Nimbut Village, Nira,
C. LOANS (Contd.)
District Pune, Maharashtra and at Village Samlaya, Taluka Savli, District Vadodara, Gujarat and at Nanjangud, Mysore, Karnataka
(save and except Book Debts and Inventories related to IMFL business at Nimbut Village, Nira, District Pune, Maharashtra).
ii) The Company also has a Commercial Paper Programme aggregating Rs. 1500 million and Short-term Debt programme of
Rs. 500 million within the overall Working Capital Limits sanctioned to it by the Working Capital Consortium. As on 31.03.06,
there was Rs. Nil loan outstanding against the same. The Company has availed Rs. 1800 million against the said facility
during the year (Previous year Rs. 550.00 million).
3. Loans availed for financing purchase of vehicles are secured by a first charge by way of an exclusive hypothecation of the vehicles
purchased out of the loan proceeds in favour of the lender.
4. Secured Loan of US$ 20 million from Cooperative Contrale Raiffeisen-Boerenleenbank B.A.(Rabo), Singapore to Clinsys Holdings
Inc. is secured by way of a Guarantee from Jubilant Organosys Limited in respect of the liabilities of the Borrower and by way of
Pledge of shares of acquired entity – Clinsys Inc. (formerly Target Research Associates Inc.).
5. Secured Loan of Rs. 17.25 million from Indian Bank, New Delhi is secured by way of charge on the whole of the moveable
properties of Jubilant Biosys Ltd. situated at Bangalore including its plant & machinery, machinery spares, computers, tools and
accessories and other movables, both present and future, whether installed or not and whether now lying loose or in case or which
are now lying or stored in or about or shall hereafter from time to time.
6. Secured Loan of Rs. 235 million from ING Vysya Bank to Jubilant Biosys Limited is secured by way of an Exclusive Charge on Fixed
Assets to be created out to the proposed term loan.
7. Secured Loans includes loans of Rs. 319.50 million (Previous year Rs. 285.80 million) repayable within one year.
(Rs./million)
111
Buildings
(a) Factory 335.07 62.63 103.73 501.43 66.57 16.63 13.12 96.32 405.11 268.50
(b) Others (1) 377.28 77.57 454.85 61.85 14.67 76.52 378.33 315.43
111
TOTAL 9,443.15 2,151.19 2,470.32(5) 44.20 14,020.47 3,151.13 108.45 523.77 4.40 3,778.96 10,241.51 6,292.02
Previous Year 7,319.37 814.06 1,502.19 192.48 9,443.15 2,815.08 40.63 391.44 96.03 3,151.13
Capital Work in Progress, Capital Advances & Project Expenses Pending Capitalization 1,289.75 976.80
11,531.26 7,268.82
NOTES :
(1) Building includes Rs. 500 being cost of share in Co-operative Housing Society.
(2) Adjustment/Deduction in Plant & Machinery includes Rs. Nil (Previous year Rs. 10.14 Mn (Net)) being adjustment on account of write off due to impairment of Assets (in accordance with AS-28), which has been adjusted
to General Reserve.
(3) Capital Work in Progress includes Rs. 195.21 million (Previous year Rs. 36.75 million) being expenses incurred on Product Development (intangibles) pursuant to AS-26, in respect of the Holding Company.
(4) Deduction denotes on account of Consolidation effect of Inter-Company transactions.
8/10/2006, 10:10 PM
(5) Includes Rs. 309.71 million in respect of R&D Assets, in respect of Holding Company.
(6) Capital Research & Development Expenditure aggregating to Rs. 291.95 million incurred during the year are including in Additions to Fixed Assets/Capital Work in Progress, in respect of Holding Company.
(Rs./million)
2.23 2.10
Aggregate market value of Quoted Investments 2.47 2.33
Notes:
(1) Figures in ( ) are in respect of previous year.
(2) During the year, the following current investments (Non-Trade) were purchased and sold:
i) 12,222,180 Units of HDFC Cash Management Fund-Saving Plan-at cost of Rs. 130.00 million.
ii) 82,000,000 Units of Standard Chartered Mutual Fund-GCCD Grindlays Cash Fund- at cost of Rs. 820.00 million.
iii) 16,000,000 Units of ABN Amro Cash Fund - Institutional Plus at cost of Rs. 160.00 million.
(1) Includes: a) Margin Money - Rs. 1.12 million (Previous Year Rs. 1.33 million) b) Rs. Nil (Previous Year Rs. 1.44 million) being
unutilized money raised from the issue of Foreign Currency Convertible Bonds.
(2) Includes, Account with Bank of China, Rs. 37.73 million (Previous year Rs. 17.63 million), Bank of Shanghai, Rs. 0.05 million
(Previous year Rs. Nil), Chase operating A/c USA Rs. 0.35 million (Previous year Rs. 8.25 million), J P Money Market A/c USA
Rs. 0.20 million (Previous year Rs. 0.19 million), ICICI UK Ltd Rs. 8.29 million (Previous Year Rs. 0.12 million), ING Brussels
Rs. 28.59 million (Previous Year Rs. 178.19 million), SBI New York Rs. 913.82 million (Previous Year Rs. Nil), PNC Bank New
York Rs. 39.46 million (Previous year Rs. Nil), BBT&T Salisbury, Rs. 101.00 million (Previous Year Rs. Nil) & ICICI Singapore
Rs. 16.28 million (Previous year Rs. Nil)
(3) Includes Rs. 186.96 million (Previous Year Rs. 250.89 million) Export Benefits receivables
(4) Deposit against disputed demands -Rs. 86.88 million (Previous Year Rs. 110.58 million)
(Rs./million)
(1) Includes Rs. 463.71 million (Previous Year Rs. 600.23 million) being Acceptances.
(2) Includes Rs. 87.94 million towards unearned income in respect of Clinsys Inc. USA .
(3) Includes Rs. 66.31 million towards purchase consideration payable to IPG from whom Clinsys Inc. USA was acquired.
(4) Includes pro-rata provision of premium on redemption of FCCB -Rs.203.63 million (Previous Year Rs.33.57 million)
(Rs./million)
I. MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Payments under Voluntary Retirement Scheme 32.20 55.58
32.20 55.58
K. OTHER INCOME
Income from Current Investments (Non-Trade) - Dividend 2.34 3.19
Insurance / Other Claims (Net) 39.33 1.43
Profit on Sale of Current Investments (Non-Trade) - 0.05
Profit on Sale of Fixed Assets (Net) (2) 10.53 -
Exceptional Item (Refer Note 6 of Schedule “O”) - 88.74
Miscellaneous Receipts (1) 144.74 73.00
(Includes Sale of unserviceable spares, used drums, residual catalyst, etc.) 196.94 166.41
(1) Includes: a) Income from Utilities provided Rs. 13.96 million (Previous Year Rs. 0.53 million)
(Tax Deducted at source Rs. 0.85 million - Previous Year Rs. 0.09 million)
b) Processing Charges of Rs. Nil (Previous year Rs. 0.52 million)
(Tax Deducted at source Rs. Nil -Previous Year Rs. 0.01 million)
c) Interest Income of Rs. 47.02 million (Previous Year Rs. 2.96 million)
d) Bad Debts recovered/recoverable Rs. 6.18 million (Previous Year Rs. 5.62 million)
(2) In respect of disposal of land - Rs. 10.99 million
(Rs./million)
L. INCREASE/(DECREASE) IN STOCKS
Stock at close - Process 349.57 272.19
Stock at close - Finished 815.32 677.20
1,164.89 949.39
Stock Adjustment; Pursuant to consolidation of Jubilant Pharmaceuticals Inc., USA 5.40 -
(Subsidiary of Jubilant Pharma Pte. Ltd., Singapore)
Stock at commencement - Process 272.19 172.94
Stock at commencement - Finished 677.20 387.73
954.79 560.67
Increase/(Decrease) in Stocks 210.10 388.72
Less: Increase/Decrease of Finished & Process Stock of IMFL Business
(Refer Note 14 of Schedule “O”) (16.01) (0.91)
194.09 387.81
(1) The above expenses are Netted off, after taking into account credit of Rs. 1.22 million (Previous Year Rs. 10.92 million).
(2) The above total expenditure includes:
a) Expenditure incurred on R&D of Rs. 101.78 million (Previous Year Rs. 119.68 million) under various heads of accounts
b) Prior period adjustments determined during the years are adjusted to respective heads of account of Rs. 3.40 million (Previous
Year of Rs. 3.69 million)
(3) Excise duty expense denotes provision on closing stock and other claims of the Deptt.
(4) Includes Rs. Nil (Previous Year Rs. 1.19 million) as contribution to Prime Minister’s National Relief Fund.
(5) Excluding Rs. 0.79 million (Previous Year Rs. 0.97 million), being payment for Certification/Audit of FCCB Documents.
(6) Total foreign exchange gain of Rs. 15.66 million (Previous Year Rs. 123.32 million) is adjusted against total foreign exchange
losses of Rs. 97.79 million (Previous Year Rs. 3.27 million) as disclosed above. Financial charges includes Rs. Nil (Previous Year-
Rs. 24.15 million) being one time charges paid for restructuring of long term loans.
N. INTEREST
On Debentures - 0.12
On Term Loans 99.26 148.96
On Deposits 7.52 16.71
On FCCB 9.38 23.05
On Overdrafts & other Borrowings (1) 64.78 45.33
180.94 234.17
Less: Interest Income [Tax deducted at source 8.28 13.81
Rs. 0.34 million (Previous Year Rs. 1.66 million)] 172.66 (2) 220.36 (2)
(1) Includes Rs. 19.47 million (Previous Year Rs. 8.99 million) as Discounting Charges on Commercial Papers.
(2) Net of Interest Capitalization
iii. For the purpose of consolidation of accounts of foreign subsidiaries, average rate of currencies have been taken for revenue
items and the year-end rates have been applied for Balance Sheet items, (except for fixed assets) which is taken on basis of
original rates of transaction.
iv. The net exchange difference for the translation of items in the financial statement of foreign subsidiaries is taken to Exchange
Fluctuation Reserve, except to that extent adjusted to carrying amount of fixed assets, if any.
v. The excess of cost to the Company of its investments in the subsidiary company over its share of the equity of the subsidiary
company, at the dates on which the investments in the subsidiary company was made, is recognized as ‘goodwill’ being an
asset in the consolidated financial statement.
inventory to its present location and condition inclusive of excise duty wherever applicable. Cost formula used is based upon
weighted average cost except for one of its subsidiary where FIFO method is used.
E. Taxation
Current Tax provision is made, taking into consideration the various benefits/concessions to which the Company is entitled to as
well as the normal tax provisions and the contentions of the Company and also the fact that certain expenditure becoming
allowable on payment being made before filing of the return of income.
In accordance with Accounting Standard 22 (AS-22) – “Accounting for Taxes on Income”, issued by the ICAI, the deferred tax for
timing differences between the book and tax profits for the year is accounted for using the tax rates and laws that have been
enacted or substantively enacted as of the Balance Sheet date.
Deferred Tax assets (reviewed at each Balance Sheet date) arising from timing differences are recognized to the extent there is
virtual certainty, as the case may be, that such assets are capable of being realized in future.
F. Conversion or translation of Foreign Currency items
Transactions in foreign currency are recorded at the exchange rate prevailing on/or closely approximating to the date of transactions.
Current Assets and Liabilities (other than relating to Fixed Assets) are restated at the rate prevailing at the period end or at the
forward rate where forward cover for specific asset/liability has been taken. The difference between the period end rate and the
exchange rate at the date of the transaction is recognized as income or expense in the Profit and Loss Account, except where such
difference is considered as part of cost of borrowing in terms of Accounting Standard Interpretation ASI-10 issued by ICAI. In
respect of forward exchange contracts, the difference between the contract rate and the rate on the date of transaction is recognized
as income or expense in the Profit and Loss Account over the life of the contract.
In the case of liabilities incurred for the acquisition of imported fixed assets, the loss or gain on conversion (at the rate prevailing
at the period end or at the forward rate where forward covers are taken) is included in the carrying amount of the related fixed
assets.
Interest Swaps (in foreign currencies) outstanding at the year-end are marked to market and the resultant gain /loss is recognized
as such.
G. Provisions, Contingent Liability and Contingent Assets
Provisions are recognized for liability if the Company has present obligation at the date of accounts as a result of past event and
there is probability of outflow of economic resources and the amount is capable of being estimated reliably. Contingent Liability is
disclosed when the said conditions are not met. Contingent Assets are not recognized/disclosed. Provisions, Contingent Liabilities
and Contingent Assets are reviewed at each Balance Sheet date. Based on the said policy, service warranty cost in respect of post
software development and implementation phase are accrued at the year-end on the basis of management estimates of the efforts
required on the respective projects as per the terms of the agreements.
H. Research & Development
Revenue expenditure on Research & Development is included under the natural heads of expenditure. Capital expenditure on
Research & Development are treated in the same manner as expenditure on other Fixed Assets, except for development cost which
relate to the design and testing of new or improved materials, products or processes which are recognized as intangible assets to
the extent that it is expected that such assets will generate future economic benefit.
In respect of subsidiaries, Pharmaceuticals Services Incorporated N.V. and PSI Supply N.V., cost of licenses, including incidental
expenses, are capitalized and amortized over a period of five years from the date of registration. Expenses during the period of
development of Dosage Forms, till the final development are capitalized and are amortized over a period of five years. However,
research expenses in respect of Dosage Forms are charged to revenue.
I. Retirement Benefits
• Provision for gratuity and leave encashment are made on the basis of actuarial valuation except in case of foreign subsidiaries
where it is provided on actual basis and charged to the Profit & Loss Account.
• Contributions to Superannuation Fund are given to LIC, (which administers the fund) and are charged to Profit & Loss Account.
However in respect of overseas companies, contributions made towards retirement /employee benefits, in accordance with the
relevant applicable local laws, are charged to Profit and Loss Account.
• Employer’s contribution to Employees Provident Fund is charged to Profit & Loss Account.
J. Borrowing Cost
Borrowing costs attributable to acquisition and construction of qualifying assets are capitalized as a part of the cost of such assets
upto the date as mentioned in Note No. C (a) viii above. Other borrowing costs are charged as expenses in the year in which they
arise.
K. Revenue Recognition
(i) Revenue from Sales is recognized on dispatch of material and point when risk and reward are transferred to the customers.
Sales include excise duty, export incentives and subsidies but exclude Inter Divisional Transfers and Sales Tax. In order to
b) The Company is to invest US$ 6 million in its wholly owned subsidiary Jubilant Pharma Pte. Limited by December 2006 to
increase its stake in Trigen Laboratories, Inc. to 75%.
c) As per the terms of Share Purchase Agreement, the Company has a Call Option and the minority shareholder has a put option
on the balance 20% equity interest in Pharmaceutical Services Incorporated N.V. and PSI Supply N.V. The options are
exercisable at the expiry of period of six years form May 28, 2004.
3. Contingent Liabilities
a) Claims/Demands/Disputes against which appeals are pending and not acknowledged as debts on account of:
(Rs./million)
2005-06 2004-05
Central Excise 17.70 * 16.73 *
Customs 5.16 -
Sales Tax 13.14 10.20
Income Tax 67.90 -
Service Tax 0.35 1.59
Others 6.83 2.53
The Company has constituted a Compensation Committee comprising of a majority of independent directors. This Committee is
empowered to administer the Scheme.
During the year, the following options were granted to eligible directors/employees:
* Based on closing price on 5th September 2005 at NSE where higher turnover was recorded.
** Based on closing price on 27th October 2005 at BSE where higher turnover was recorded.
The movement in the stock options during the year ended March 31, 2006 is set out below:
Numbers
Options outstanding at the beginning of the year -
Granted during the year 594,391
Expired/forfeited during the year (32,913)
Exercised -
Options outstanding at the end of the year 561,478
As a result of sub-division of each Rs.5 equity share into 5 equity shares of Re.1 each, 2,807,390 equity shares of Re.1 each
would be allotted, assuming full exercise of these options.
11. A. Assets aggregating Rs. 49.00 million (Previous year – Rs. 49.00 million) have been acquired on financial lease during the
earlier years. The obligation for future lease rentals in respect of such assets aggregate to Rs. 1.49 million. (Previous year -
Rs. 12.10 million) payable within a period of 1 year.
B. The Company’s significant operating leasing arrangements are in respect of premises (residential, offices, godown etc.). These
leasing arrangements, which are cancelable, range between 11 months and 9 years generally and are usually renewable by
mutual agreeable terms. The aggregate lease rentals payable are charged as expenses.
12. Capitalization of Interest, Pre-operative and Trial Run expenses
In line with the applicable Accounting Standards, interest on funds utilized and preoperative expenses including trial run expenses
(net) for projects and/or substantial expansions have been capitalized up to the date of commercial production/stabilization of the
project, amounting to Rs. 269.50 million (Previous Year Rs. 93.45 million). All preoperative expenditure including interest and
foreign exchange fluctuation of Rs. 45.98 million totaling to Rs. 93.77 million (Previous Year Rs. 18.99 million) so capitalized and
Trial Run Expenses (net of trial run receipts) are accumulated as Capital work in progress and have been allocated to respective
Fixed Assets.
13. A. Deferred Assets and Liabilities are attributable to the following items:
(Rs./million)
st
As at 31 March, 2006 2005
Deferred Tax Assets
Provision for Leave Encashment and Gratuity 44.36 33.26
Amount disallowed u/s 43 B 1.68 0.84
Deduction allowed under section 35D 2.43 19.21
Payment under Voluntary Retirement scheme 1.85 -
Carry Forward Losses 10.79 -
Unabsorbed Depreciation 13.36 -
74.47 53.31
Deferred Tax Liabilities
Accelerated Depreciation 1,044.96 910.14
Payment under Voluntary Retirement Scheme - 1.03
Difference in value of CWIP/Intangibles 71.55 -
1,116.51 911.17
Deferred Tax Liabilities (Net) 1,042.04 857.86
(Rs./million)
15. Disclosure required by Accounting Standard 29 (AS-29) ”Provisions, Contingent Liabilities and Contingent Assets”
Movement in Provisions: (Rs./million)
Class of Provisions
Sr. No. Particulars of disclosure Excise Duty Product Pro-rata premium Total
Warranties on redemption of FCCB.
1 Balance as at April 1, 2005 43.50 0.08 33.57 77.15
2 Additional provision during 2005-2006 50.20 5.47 191.65 247.32
3 Provision used during 2005-2006 43.50 - - 43.50
4 Provision reversed during 2005-2006 - 0.08 21.59 21.67
5 Balance as at March 31, 2006 50.20 5.47 203.63 259.30
Provision for excise duty represents the excise duty on finished goods.
Notes : 1) The Company has disclosed Business Segment as the Primary segment
2) Segments have been identified and reported taking into account the nature of products and services, the differing
risk and returns, the organization structure and the internal financial reporting systems.
3) The Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the
segments and amounts allocated on a reasonable basis.
4) Total Capital Employed excludes Secured Loans, Unsecured Loans, Deferred Tax & Minority Interests.
Particulars India Americas & Europe China Asia & Others Total
2006 2005 2006 2005 2006 2005 2006 2005 2006 2005
Revenues 10,359.47 8,716.50 3,774.84 3,052.40 1,415.30 624.40 761.30 524.85 16,310.91 12,918.15
Less: Inter
Segment Revenue 68.06 181.19 68.06 181.19
Less: Excise
Duty on Sales 1,189.35 1,034.31 1,189.35 1,034.31
Net sales 9,102.06 7,501.00 3,774.84 3,052.40 1,415.30 624.40 761.30 524.85 15,053.50 11,702.65
II. Others
Vam Employees Provident Fund Trust
17 B. PROMOTOR GROUP
Group companies
The company is controlled by Mr.Shyam S Bhartia/Mr. Hari S Bhartia group (“the promoter group”), being a group as defined
in the Monopolies and Restrictive Trade Practices Act, 1969.
The persons constituting the promoter group include individuals and corporate bodies who/which jointly exercise, and are in
a position to exercise, control over the Company. The names of these individuals and bodies corporate are Mr. Shyam S
Bhartia, Mr. Hari S Bhartia, Mrs. Shobhana Bhartia, Mrs. Kavita Bhartia, Mr.Priyavrat Bhartia, Mr.Shamit Bhartia, Ms. Aashti
Bhartia, Master Arjun S Bhartia, Best Luck Vanijya Private Ltd., Enpro Exports Private Ltd., Jaytee Private Ltd., Jubilant Enpro
Private Ltd., Jubilant Securities Private Ltd., Jubilant Capital Private Ltd., Klinton Agencies Private Ltd., Speedage Vinimay
Private Ltd., Rance Investment Holdings Ltd., Cumin Investments Ltd., Torino Overseas Ltd., Vam Holdings Ltd., Westcost
Vyapaar Private Ltd., Nikita Resources Private Ltd., Jubilant Oil & Gas Pvt. Ltd.
2005-2006 2004-2005
Pursuant to the approval of the shareholders ballot, each equity share Rs. 5 has been sub-divided into 5 equity shares of Re. 1 each w.ef.
24th March, 2006 on the basis of the face value of Re. 1 each. Accordingly, the paid up equity share capital now comprises 142,442,995
equity shares of Rs. 1 each amounting to Rs. 142.44 million. The EPS figures disclosed above have been calculated for equity shares
of Re. 1 each. Accordingly, the EPS figure for the previous year has also been restated taking the face value at Re.1 for each equity share.
19. Figures pertaining to the subsidiaries, have been reclassified wherever considered necessary to bring them in line with the Company’s
Financial Statements.
20. Previous Year’s figures have been regrouped/rearranged wherever found necessary to conform to this year’s classification.
Signature to Schedule “A” to “O” forming part of the Consolidated Balance Sheet and Consolidated Profit and Loss Account.
In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172
Noida Lalit Jain R Sankaraiah Hari S Bhartia
Date : 18th April, 2006 Company Secretary Executive Director- Finance Co-Chairman & Managing Director
129
Loss Account where applicable) (11.57) (8.24) 120.11 (45,819) (2.45) (1,909,871) (10.24) 1,963,334 112.91
(c) Total Assets
(Fixed Assets+Current Assets) 154.73 121.51 337.25 6,835,127 304.93 43,567,667 242.44 60,026 3.24
129
8/10/2006, 10:10 PM
ANNUAL REPORT - 2005-2006
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103-132.p65
DETAILS OF SUBSIDIARY COMPANIES (2005 - 06) (Contd.)
Pharmaceutical PSI Clinsys Clinsys, Inc.# Jubilant Pte. Trigen Jubilant
Services Supply NV# Holding, Inc.# Phama Laboratories Pharmaceuticals
Incorporated NV# Limited; Inc.# Inc.#
EURO Rs./Million EURO Rs./Million USD Rs. Million USD Rs./Million USD Rs./Million USD Rs./Milliion USD Rs./Million
(a) Capital 500,000 28.34 62,000 3.51 15,500,000 677.71 102 0.01 15,200,000 662.86 22,379,340 998.45 1 -
(b) Reserve and Surplus (adjusted
for debit balance in Profit &
130
Loss Account where applicable) 455,506 25.73 8,074 0.39 (322,808) (0.58) 2,232,651 99.61 20,869 15.90 (5,181,056) (231.15) (9,479,777) (422.94)
(c) Total Assets
(Fixed Assets+Current Assets) 3,552,685 194.33 1,283,803 69.45 1,080,924 48.23 5,539,981 247.16 378,638 16.89 17,287,454 771.28 8,971,427 400.26
130
Notes:
# The financial statements of the foreign subsidiaries have been converted into Indian Rupees on the basis of appropriate exchange rates.
The Ministry of Company affairs, Government of India, vide its letter dated 5th April, 2006 has granted approval under Section 212(8) of the Companies Act, 1956 for the financial year ended 31.03.2006
whereby the Balance Sheet, Profit & Loss Account, Directors’ Report and Auditors’ Report of the subsidiaries and other documents required to be attached under section 212(1) of the Act are not required to be
attached to the Company’s Accounts. Hence, the same are not being attached. However, the annual accounts of the subsidiary companies and the related detailed information will be made available to the
members of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor in its
Head Office and that of the subsidiaries concerned.
8/10/2006, 10:10 PM
ANNUAL REPORT - 2005-2006
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SCIENCE OF JUBILANT PARTNERSHIPS
ScienceActive
ANNUAL REPORT
2 0 0 5 - 2 0 0 6
Corporate Office
1A, Sector 16A, Noida - 201 301
Uttar Pradesh, India
Tel : +91 120 2516601,11
ScienceActive Fax. : +91 120 2516628-30
Maharashtra, India
Tel. : +91 2112 269155,67
Fax. : +91 2112 268154
Clinsys, Inc.
1 Connell Drive, Suite 3000
Scienceof Jubilant
Thomson Press
Partnerships
Jubilant Pharmaceuticals Inc. Tel. : +1 908 464 7500
207 Kinley Drive, Salisbury, MD, 21801 1800 JFK Boulevard, Suite 1540
Tel. : +1 410 860 8500 Philadelphia, PA 19103
Tel. : +1 215 972 1530