J B CHEMICALS AND PHARMA

J B Chemicals & Pharmaceuticals Limited (JBC) was originally promoted and incorporated in Maharashtra by J B Mody as J B Mody Chemicals & Pharmaceuticals on December 18, 1976. The Company is engaged in the business of manufacturing and marketing of diverse range of pharmaceuticals formulations, herbal remedies and Active Pharmaceutical Ingredients (APIs). The company has manufacturing units at Thane, Belapur, Ankleshwar, Panoli and Daman. The bulk drug plant at Panoli and formulation plant at Daman became operational in Apr.'95. Products like metrogyl, rantac (a ranitidine-based formulation), and nicardia (a cardiac care medicine) form a significant part of the company's sales. JBC has its subsidiaries namely Lekar Healthcare Ltd and J.B Life Science Overseas Ltd. JBC had a tie-up with Justesa Imagen, Spain, to manufacture and market radio diagnostics under the Trazograf brand name. JBC has also diversified into high-growth agro-based products by acquiring McDa Agro (MAL). The products manufactured by MAL complement fertilisers and increase crop productivity. It has entered into a MoU with GNFC to distribute these products locally. The pharmaceutical divisions of Ifiunik Pharmaceuticals and Unique Pharmaceutical Laboratories has been merged into the company with effect from April 2000. Unique Chemicals (A Division of the company) manufacturing and marketing Bulk Drugs has been awarded Certificate of Suitability to Europeon Pharmacopoeia Monograph for Nifedipine EP from Europeon Directorate for the Quality Medicines. In Feb. 2002 the company has achieved another break through in its major R & D Activity - Invention biologically active molecules - New Chemical Entity. In 2001-02 the company introduced 3 products Reducin XX and two in the Cholesterol reducing segment i.e., Ifistatin and Vasolip. The company has launched five new products during the year 2003-04 in the global markets to widen its product portfolio. During 2004-05, the company launched new products Cephalosporins, Moviz and its expansion Movi 3D and a nueropsychiatry product through Zephyr for the first time. A 100% EOU manufacturing facility at Panoli for production of Gel, Ointment was commissioned during 2001-02 at a cost of Rs.21 crores and the same was financed through internal accruals. To manufacture 'DOKTOR MOM' lozenges the company is setting up two manufacturing units at Daman at a capital outlay of Rs.28 crores, which is to be financed through internal accruals. The commercial production of the Doktor Mom lozenges at its 100% Export Oriented Unit, started from 1 Sep. 2003 and tablets from 1, Jan. 2004 in Daman.Doktor Mom', the company's brand,was adjudged the Most Trusted European Brand by Reader's Digest in the cold and cough segment for the fourth consecutive year in 2003-04. During 2004-05, the company received approval for its pharmaceutical manufacturing unit from TGA (Australia). During 2004-05, the company plants were approved by US-FDA, TGA-Australia, EDQM, MCC-South Africa, INVIMA (Colombia) and MHRA (UK). During 2004-05, the company is setting up a new facility conforming to international standards in Panoli (Gujarat) to manufacture contrast media products by June 2006. During 2004-05, the company has planned to set up a wholly owned subsidiary in Moscow, Russia, called 'Unique Pharmaceuticals Laboratories' with the initial investment of $ 3 million. During 2005, the company entered into two agreements, one with Pharma-a-Care Pharmaceuticals Pte. Ltd., in Australia to develop its niche products in Australian market and another with Ranbaxy Laboratories to enter in the Romanian market. The company has subdivided the value of the share from Rs.10/- per share to Rs.2/- per share with effective from 05, April 2005. During 2005-2006, the company has proposed to amalgamate its wholly owned subsidiary viz. lekar healthcare ltd with itself. The company has fixed April 1, 2006 as the appointed date. During the year 2015, J.B. Chemicals & Pharmaceuticals Private Limited, Singapore, ceased to be the company's subsidiary consequent to its dissolution. The Scheme of Amalgamation and Arrangement between Jyotindra Mody Holdings Private Limited and Ansuya Mody Securities Private Limited and Dinesh Mody Securities Private Limited and Kumud Mody Securities Private Limited and Shirish B. Mody Investments Private Limited and Bharati S. Mody Investments Private Limited (Transferor Companies) and J. B. Chemicals & Pharmaceuticals Limited (Transferee Company) and their respective shareholders under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 and Section 55 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, which was approved by the Board on 15 April 2014 and members of the company at Court Convened Meeting held on 14 October 2014 and public shareholders through postal ballot and e-voting on 16 October 2014, was sanctioned by the Hon'ble Bombay High Court on 27 February 2015. The Scheme has become effective on 13 April 2015 with appointed date of 1 April 2014. Accordingly, the Transferor Companies stand merged with the company and the merger has been given effect to in the financial statements of the company for the year ended on March 31, 2015. Consequently, 4,33,42,270 equity shares of FY Rs. 2 held by the Transferor Companies in the company have been cancelled and the company has allotted 4,33,42,270 equity shares of Rs. 2 each credited as fully paid up to the shareholders of the Transferor Companies in accordance with the fair share entitlement ratio specified in the Scheme. During the year 2016, the Company's subsidiary Unique Pharmaceutical Laboratories FZE (UPL FZE) acquired 2, 194,030 Ordinary Shares in Biotech Laboratories (Pty.) Ltd. from Afrika Biopharma Investments (Pty). Ltd. Consequent to restructuring of existing 49% shareholding in Biotech and issue of certain shares by Biotech after the aforesaid acquisition, UPL FZE now holds 95.24% voting capital of Biotech. Accordingly, Biotech has become subsidiary of the Company. Subsequently, the Company's subsidiary J.B. Healthcare Pvt. Ltd., Jersey, has been dissolved. With a view to return surplus cash and pursuant to authority conferred under the Articles of Association of the Company, the Board approved buy-back of fully paid up equity shares of face value of Rs 2 by the Company up to 12,50,000 equity shares at a price of Rs 400 per equity share for a total consideration not exceeding Rs 5,000 lakhs (buy-back amount) excluding transaction costs, on proportionate basis through tender offer. The number of equity shares authorized for buy-back represents 1.47% of the total outstanding equity shares, while the buy-back amount represents 3.85% of the equity share capital and free reserves as at March 31, 2017. This buy-back will be implemented in accordance with provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998. The Company completed on 25 July 2017 buy-back of 1,250,000 equity shares of face of Rs. 2 at price of Rs. 400 per share on proportionate basis through tender offer in accordance with provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998. Consequently, the paid-up equity share capital stands reduced to 83,569,975 equity shares of Rs. 2. The Company has transferred the sum of Rs. 25 lakhs from general reserves to capital redemption reserve account pursuant to Section 69 of the Companies Act, 2013. The Company launched four new products in dermatology, amoebicide and probiotic segments during the year 2018. The Company completed on 1st November 2018 buy-back of 3,333,333 equity shares of face value of Rs 2 at price of Rs 390 per share on proportionate basis through tender offer in accordance with provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998. Consequently, the paid-up equity share capital stands reduced to 80,236,642 equity shares of Rs 2. The Company has transferred the sum of Rs 66.67 lakhs from general reserve to capital redemption reserve account pursuant to Section 69 of the Companies Act, 2013. The Company launched six new products during the year 2020 across Cardiac and Gastrointestinal (GI) segments. On 2nd July, 2020, a Share Purchase Agreement was signed between founder, Mody Family members and Tau Investment Holdings Pte. Ltd., Singapore, an affiliate of global private equity firm KKR, where Tau Investment Holdings Pte. Ltd. acquired controlling stake of 41,731,363 (54%) equity shares of Rs. 2 each in the Company (JB Chemcials Pharmaceuticals Limited) from Mody Family members. Following execution of the above referred Share Purchase Agreement to acquire shares in and control over the Company, Tau Investment Holdings Pte. Ltd. and persons acting in concert made an open offer for acquiring 26% stake from public shareholders of the Company. In FY 2021, the Company introduced newer therapeutic categories for Diabetes, Nephrology, Respiratory and Virology. It launched 10 new products across angiotensin receptor blocker, anti-diabetic, calcium channel blocker, hypotensive, anti-peptic ulcerant, anti-viral and anti-parasitic segments. During the year 2022-23, the Company launched 17 new products in FY233 in the field of Gastro Intestinal, Gynaecology, Respiratory and Anti Diabetes. It acquired the Azmarda' brand from Novartis, a niche Paediatric portfolio from Dr Reddy and the Razel' franchise from Glenmark.