Earum Pharmaceuticals Limited
The Directors have pleasure in presenting Seventh Annual General Meeting along withAudited Statement of Accounts of the Company for the year ended 31st March 2019.
| ||For the year ended ||For the year ended |
|Particulars ||31 March 2019 (Rs) ||31 March 2018 (Rs) |
|Sales ||507000145 ||354366709 |
|Other Income ||533951 ||4098721 |
|Total Revenue ||507534096 ||358465430 |
|Less : Expenditure ||475090992 ||339513887 |
|Earning before interest Dep. & Tax ||32443104 ||18951543 |
|Less; Depreciation ||376668 ||218645 |
|Earning before interest & Tax ||32066436 ||18732898 |
|Less : Interest ||9298367 ||6318952 |
|Pro t before Tax ||22768069 ||12413945 |
|Less: Provision for taxation ||6154500 ||3250200 |
|Less;Deferred tax ||Nil ||22613 |
|Pro t After Tax ||1661356z9 ||9141132 |
|Prior period adjustment ||Nil ||NIL |
|Written of Assets as per companies Act 2013 ||NIL ||NIL |
|Earnings per share ||53.83 ||29.62 |
|1.Basic || || |
|2.Diluted ||53.83 ||29.62 |
Your Company delivered yet another year of consistent and pro table growth. During theyear the company has earned total income of 507534096/- (Previous year ` 358465430).The Company continues to operate only in one segment i.e pharmaceuticals intermediates andthere is no change in the nature of Business of the Company. After all the nancialadjustments the company has earned a net profit after tax of 1 66 13569/- (One CroreSixty Six Lacs Thirteen Thousand Five Hundred Sixty Nine Only).
This year company not issues any dividend to shareholder.
The amount of profit 1661356 rupees is transferred to the Reserve and SurplusAccount
Review of Business Operations and Future Prospects
The company has accumulated profits at the end of the Financial Year. In order toimprove the performance further the Company continues its focus on cost ef cienciesimproving product quality and developing capabilities for servicing the stringentrequirements of customers.
Your Company has boosted its sales and thus the pro tability by increasing theproduction capacity by installing new machines for forward and backward integration. Thishas helped us to tap the big names in the industry and there after building up ourcustomer range. Our focus is on optimal utilization of resources less cost and more prot.
Details of The Associates/ Joint Venture / Subsidiaries Companies
The company does not have holding or subsidiary companies during the year and no othercompany has become holding / subsidiary/ joint venture.
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the company and its future operation.
Share Capital Structure
The Issued Subscribed and Paid-up equity share capital as on 31st March 2019 was3085650 divided into 308565 shares of 10/- each.
Meetings of the Board
The Board met seven times during the nancial year. Details of meetings are given in theCorporate Governance Report annexed herewith and forms part of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013
DIRECTORS KEY MANAGERIAL PERSONNEL
During the year your Company has designated Mr.BHUMISHTH NARENDRABHAI PATEL (DIN-02516641) as Chairman of the Board and Managing Director . Mrs. PAYAL BHUMISHTH PATEL (DIN05300011) was appointed wholetime director and Mr.Narendrakumar Gangaramdas Patel(07017438) was appointed Non Executive Director with effect from March 5 2019 Mr.HetarthAshokkumar Patel (Din-07940476) and Mr.Alpesh Fatehsingh Purohit (Din-07389212) who meetsthe criteria of independence as specified in section 149 of the Companies Act 2013 readwith Schdule V and have given declaration to that effect were appointed as independentdirectors with effect from March 5 2019 for a period of five years.
(ii) KEY MANAGERIAL PERSONNEL
During the yaer pursuant to the provisions of Section 203 of the Act read with therules made there under board appointed following as whole time key managerial personnelof the Company: 1. Mr. Bhumishth Narendrabhai Patel (DIN 02516641)- Managing Director 2.Mrs. Payal Bhumishth Patel (05300011) Whole Time Director 3. Mrs. Payal Bhumishth Patel-Chief Financial Of cer; 4. Mr. Parsotam K Purohit Company Secretary and Compliance Of cer.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
Your Company is not having any subsidiary associate or joint venture. Further duringthe nancial year under review no company has become or ceased to be subsidiary jointventure or associate of the Company
The Company has not accepted any public deposit during the year under review and noamount against the same was outstanding at the end of the year.
Declaration by Independent Directors.
The Company has received necessary declarations from each Independent Director of theCompany con rming that he/she met with the criteria of independence as laid out insub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
A diverse Board enables efficient functioning through differences in perspective andskill and also fosters differentiated thought processes at the back of varied industrialand management expertise gender knowledge and geographical background. The Companyfollows diverse Board structure.
Conservation Of Energy Technology Absorption And Foreign Exchange Earnings And Outgo
As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies(Accounts) Rules 2014 particulars relating to conservation of Energy R & DTechnology absorption and Foreign Exchange earnings / outgo are separately provided in theannexure to the Directors' Report as Annexure - 1.
Dematerialization of Securities
Your Company's Equity shares are admitted in the System of Dematerialization by boththe Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement throughRegistrar and Share Transfer Agent M/s Big share Services Pvt. Ltd. The Investors areadvised to take advantage of timely dematerialization of their securities. The ISINallotted to your Company is INE060601015. Total Share dematerialized up to 31st March 2019were which constitute 100% of total capital. Your Directors request all the shareholdersto dematerialize their shareholding in the company as early as possible.
Health Safety and Environment
Safety and occupational health responsibilities are integral to your Company's businessprocess. Safety is a key performance indicator and your Company is committed to ensuringzero harm to its employees to any person in the Company premises and to the community.The Company is continuously focusing on improved training new initiatives andcommunications enhancing safety in the work place.Apart from safety initiatives yourCompany is also focusing on environment protection policy.
The Company has obtained necessary approvals from concerned Government Department /Pollution Control Board.
Directors Retiring By Rotation
Mr. Narendrakumar Gangaramdas Patel shall retire by rotation at the ensuing AnnualGeneral Meeting as per provisions of Law. He is eligible for reappointment and has offeredhimself for directorship of the company. Your directors recommend for his reappointment.
Director's Responsibility Statement
Pursuant to the requirement under section 134(3) (C) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby con rmed that :
1 In the preparation of the annual accounts for the nancial year ended 31st March2018 as far as possible and to the extent if any accounting standards mentioned by theauditors in their report as not complied with all other applicable accounting standardshave been followed along with proper explanation relating to material departure
2 The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of the nancialyear and profit and loss account of the Company for that period;
3 The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4 The Directors have prepared the annual accounts on a going concern basis; and
5 The Directors have laid down internal nancial controls to be followed by thecompany and that such internal nancial controls are adequate and are operating effectively
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your company believes that sound corporate Governance is critical for enhancing andretaining investor trust and your company always seeks to ensure that its performancegoals are met accordingly. The company has established systems and procedures to ensurethat its Board of Directors is well informed and well equipped to fulfill its overallresponsibilities and to provide management with the strategic direction needed to createlong term shareholders value. The company had adopted many ethical and transparentgovernance practices even before they were mandated by law. The company has always workedtowards building trust with shareholders employees customers suppliers and otherstakeholders based on the principles of good corporate goverence. However since thesecurities of the Company are listed ar SME platform of BSE Limited pursuant to the SEBI(LODR) Regulations 2019 company is not required to attach report on Corporate Governanceto the report of Directors.
MATERIAL CHANGES AND COMMITMENTS :
The Company had received the Listing approval on July 4 2019 by BSE Limited for 1848000 Equity Shares allotted pursuant to Initial Public Offering.
So there is no committee during the year.
COMPLIANCE OF SECRETARIAL STANDARDS
The Board of Directors hereby con rms that all the applicable Secretarial Standardshave been duly complied with during the year under review.
PARTICULARS OF EMPLOYEE
There is no employee drawing salary in excess of the limit as specified in the Act.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards any action on the part of any employee which mayfall under the ambit of 'Sexual Harassment' at workplace and is fully committed to upholdand maintain the dignity of every women employee working in the Company. The Companyvalues the dignity of individuals and strives to provide a safe and respectable workenvironment to all its employees. The Company is committed to provide an environmentwhich is free of discrimination intimidation and abuse. Pursuant to the Act Company hasconstituted compliance committee. Company has not received any complaint under the saidAct during the year under review.
The statements forming part of the Director's Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results. Performances or achievements of the company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Act provisions of Corporate Social Responsibility arenot applicable to your Company as your Company has not earned net profit of r 5 crore ormore during previous nancial year neither it has the net worth of r 500 crores or morenor the turnover of the Company was of r 1000 crores or more for the previous nancial year
RELATED PARTY TRANSACTIONS
During the yaer your Company has not entered into any material related partytransactions as specified in Section 188 of the Act. Details of related party transactionsas required under Accountng standard are reported in the explanatory notes to the nancialstatements.
As the Act permits paperless compliances and as a measure of green initiative weappeal to all those members who have not registered their e-mail addresses so far arerequested to register their e-mail address in respect of electronic holding with theirconcerned Depository Participants and/or with the Company.
Your Directors place on record their sincere appreciation for the valuable support andco-operation as received from Government Authorities Financial Institutions Banks andall stake holders during the year. Directors are also thankful for the support extended byCustomers Suppliers and contribution made by the employees at all level. Directors wouldalso like to acknowledge continued patronage extended by Company's shareholders in itsentire endeavor.
|On Behalf Of the Board of Directors |
|For Earum Pharmaceuticals Limited |
|S/D ||S/D |
|BHUMISHTH NARENDRABHAI ||PAYAL BHUMISHTH PATEL |
|Managing Director ||Whole Time Director |
|Din: 02516641 ||Din: 05300011 |