DIRECTOR'S REPORT
To,
The Members,
Earum Pharmaceuticals Limited
Your Directors are pleased to present the 11th Board's Report on the Business and Operations of
the Company together with the Audited Financial Statement and the Auditor’s Report for the
Financial Year ended on 31st March, 2023.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended on 31st March, 2023 is
summarized as below:
|
Particulars
|
Financial Year
2022-23
|
Financial Year
2021-22
|
|
Revenue from Operations
|
1409.25
|
2103.56
|
|
Other Income
|
226.25
|
770.30
|
|
Total Revenue
|
1635.50
|
2873.86
|
|
Total Expenses
|
1355.98
|
2565.75
|
|
Profit / Loss before Depreciation, Exceptional and
Extra Ordinary Items and Tax Expenses
|
289.91
|
319.99
|
|
Less: Depreciation / Amortization / Impairment
|
10.39
|
11.82
|
|
Profit / Loss before Exceptional and Extra
Ordinary Items and Tax Expenses
|
279.52
|
308.17
|
|
Add / Less: Exceptional and Extra Ordinary Items
|
0
|
0.00
|
|
Profit / Loss before Tax Expenses
|
279.52
|
308.17
|
|
Less: Tax Expense
|
|
|
|
Current Tax
|
81.40
|
85.76
|
|
Deferred Tax
|
0
|
0.00
|
|
Profit / Loss for the Period
|
198.12
|
222.41
|
2. OPERATIONS:
Total revenue from operations for Financial Year 2022-23 is Rs. 1409.25 Lakhs compared to the
total revenue from operations of Rs. 2103.56 Lakhs of previous Financial Year. The Company
has incurred Profit before tax for the Financial Year 2022-23 of Rs. 279.52 Lakhs as compared to
Profit before tax of Rs. 308.17 Lakhs of previous Financial Year. Net Profit after Tax for the
Financial Year 2022-23 is Rs. 198.12 Lakhs as against Net Profit after tax of Rs. 222.41 Lakhs of
previous Financial Year. The Directors are continuously looking for the new avenues for future
growth of the Company and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS, IFANY
There is no change in the nature of business during the year under review.
4. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2022 is available on the Company’s website www.earumpharma.com.
5. BONUS ISSUE:
In the Financial Year 2022-23 Company has not issued bonus shares to the member of the
company
6. SHARE CAPITAL:A. AUTHORISED SHARE CAPITAL:
The authorized share capital of the Company as on 31st March, 2023 is Rs. 62,35,00,000/-
(Rupees Sixty-Two Crores Thirty-Five Lakhs Only) divided into 31,17,50,000 (Thirty-One
Crores Seventeen Lakhs Fifty Thousand) Equity Shares of Rs. 2/- (Rupees Two Only) each.
B. PAID-UP SHARE CAPITAL:
The paid-up share capital of the Company as on 31st March, 2023 is Rs. 12,33,58,200/- (Rupees
Twelve Crores Thirty-Three Lakhs Fifty-Eight Thousand Two Hundred Only) divided into
6,16,79,100 (Six Crores Sixteen Lakhs Seventy-Nine Thousand One Hundred) equity shares of
Rs. 2/- (Rupees Two Only) each.
7. DIVIDEND:
To conserve the resources for future prospect and growth of the Company, your Directors do
not recommend any dividend for the Financial Year 2022-23 (Previous year - Nil).
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid
or unclaimed for a period of seven years shall be transferred to the Investor Education and
Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed
dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of
transfer of such unpaid dividend to the said account. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund.
9. TRANSFER TO RESERVES:
The profit of the Company for the Financial Year ending on 31st March, 2023 is transferred to
profit and loss account of the Company under Reserves and Surplus.
10. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2022 is available on the Company’s website at www.earumpharma.com
11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF
THE REPORT:
There are no material changes and commitments, affecting the financial position of the
Company.
12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.
13. MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company’s policies and
strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 12 (Twelve) times viz. 18th April,
2022, 28th April, 2022, 9* June, 2022, 14* July, 2022, 26* July, 2022, 30* July, 2022, 3* August
2022, 7th September, 2022, 5th November, 2022, 10th January, 2023, 24th January, 2023, 10th
February, 2023.
14. DIRECTORS RESPONSIBILITYSTATEMENT:
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies
Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2023 the
applicable accounting standards have been followed and there is no material departure
from the same;
b. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of financial year and of the profit of
the Company for the financial year ended on 31stMarch, 2023.
c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as
the Company does not fall under the criteria limits mentioned in the said section of the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral
part of this Report, as per Annexure - 1.
17. SHIFTING OF REGISTERED OFFICE OF THE COMPANY WITHIN LOCAL LIMITS:
The Company has shifted its Registered office within the city w.e.f. 8th August, 2023 from A -
1106, Empire Business Hub Near AUDA Water Tank, Science City Road, Sola NA Ahmedabad -
380 060 to S.F. Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam
Complex Nikol Ahmedabad- 382 350.
18. SHIFTING OF CORPORATE OFFICE:
The Company has shifted its corporate office w.e.f. 8th August, 2023 from A - 1106, Empire
Business Hub Near AUDA Water Tank, Science City Road, Sola NA Ahmedabad -380 060 to S.F.
Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam Complex Nikol
Ahmedabad- 382 350
19. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND
IOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.
20. VIGIL MECHANISM:
During the year under review, the Company did not accept any deposits from the public and not
borrowed money from the Banks and Public Financial Institutions. Accordingly, provisions of
Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 does not apply to the Company.
21. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with the
same.
22. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:
The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The
Board sought the feedback of Directors on various parameters including:
• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);
• Structure, composition, and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board / Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non¬
Independent Directors. These meetings were intended to obtain Directors’ inputs on
effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship
between the Board and the Management, and the openness of the Management in sharing
strategic information to enable Board Members to discharge their responsibilities and fiduciary
duties.
The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted
by the Board. The performance evaluation of all the Directors was carried out by the
Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation
was carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance
evaluation of the Directors individually as well as evaluation of the working of the Board by way
of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
• Knowledge
• Professional Conduct
• Comply Secretarial Standard issued by ICSI Duties
• Role and functions
b) For Executive Directors:
• Performance as leader
• Evaluating Business Opportunity and analysis of Risk Reward Scenarios
• Key set investment goal
• Professional conduct and integrity
• Sharing of information with Board.
• Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference to financial
statement across the organization. The same is subject to review periodically by the internal
audit cell for its effectiveness. During the financial year, such controls were tested and no
reportable material weaknesses in the design or operations were observed. The Statutory
Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance
with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the
Independent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.
During the year, no reportable material weakness was observed.
24. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:A. Auditors' Report and Qualified Report:
The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.
Query 1:
The loans granted are re-payable on demand. As informed, the company has not
demanded repayment of any such loan during the year, thus, thus, there has been no
default on the part of the parties to whom the money has been lent. However no interest
have been charged.
Reply 1:
Interest on Unsecured was not provided because promoter want to help the company.
Query 2:
There is no information of overdue amount of loans granted to companies, firms or
other parties listed in the register maintained under section 189 of the companies Act,
2013. In fact overdue amount is not identifiable.
Reply 2:
There were no identifiable overdue.
Query 3:
According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there is no details of any terms and
condition of said loan, which are unsecured and recoverable. In fact overdue amount is
not identifiable.
Reply 3:
The Loans/Advances are routine business nature hence not identifiable as overdue.
Query 4:
According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has given any loans either
repayable on demand or without specifying any terms or period of repayment, the
aggregate amount is Rs.53.14 crores which is 100% of total loan and out of which
Rs.44.34 crores granted to promoters and related parties as define in clause (76) of
section of the companies act, 2013.
Reply 4:
As regards loans given to said party given for business purpose and in next year they
will be adjusted.
Query 5:
The company has not complied provisions of section 185 and 186 of Companies Act,
2013 in following cases in annexure.
Reply 5:
There is no need to comply the provisions of the section 185 & 186 of the companies act
2013 as the said advances are for business purpose like trading of goods etc.,
Query 6:
The company is regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, employees' state insurance, income tax, sales-tax, service
tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues
applicable to it. Except regular income tax demand Rs.1.73CRORES.
Reply 6:
The provision of income tax will be paid within short time. The reason for non-payment
of taxes are due to financial crisis.
Query 7:
The company has defaulted in repayment of dues to financial institution, or a bank. The
company has outstanding State Bank of India loan of Rs. 8.73crores (plus Rs.18.82crores
sister concern) which are NPA and not paid as per settlement with bank on dated
02/01/2023 ref no. SAMB/AHD/DKR/2022-23/1100. The additional interest at the rate
of 8.05% also not provided in books of account. As per settlement letter the matter with
DRT for obtaining consent decree is also pending.
Reply 7:
As per settlement with bank the loan of Rs. 4.48 Crore repaid on dated 27/06/2023 and
balance will be paid on or before December 2023 hence no willful default.
Query 8:
According to the information and explanations given to us and on an overall
examination of the balance sheet of the Company, we report that funds have been raised
on short-term basis (RS.8.50CRORES) by the Company and same have been utilised for
advances to the creditors (Rs.11.54crores) for which no explanation given.
Reply 8:
The advance to creditors have been for purchase of goods and in next year this accounts
are adjusted against the purchase.
Query 9:
According to the information and explanations given to us, no report under sub-section
(12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form
ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with
the Central Government.
Reply 9:
There is no need to file report under sub section (12) of section 143 of the company Act
as no any issue to be reported.
B. Secretarial Auditor's Report:
The observation of the Secretarial Auditor, as per Secretarial Report i.e. MR-3 and do not calls
for any further comment.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT.2013:
The details of loans, investment, guarantees and securities covered under the provisions of
section 186 of the Companies Act, 2013 are provided in the financial statement.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of
the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014, is
attached as Annexure - 2.
27. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:a) Risk Management Committee:
The Board of Directors of the Company has formed a Risk Management Committee to
frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has additional oversight in the area of
financial risks and controls. The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. The
development and implementation of risk management policy has been covered in the
Management Discussion and Analysis, which forms part of this report.
b) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company’s Code of Conduct or Ethics Policy.
c) Business Conduct Policy:
The Company has framed “Business Conduct Policy”. Every employee is required to
review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the Policy. The objective of the Policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.
28. RESERVES & SURPLUS:
|
Sr. No.
|
Particulars
|
Amount
|
|
1.
|
Balance at the beginning of the year
|
222.41
|
|
2.
|
Current Year’s Profit
|
198.12
|
|
3.
|
Utilization of Reserve
|
-
|
|
4.
|
Amount of Securities Premium and other Reserves
|
216.54
|
|
Total
|
637.07
|
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014,
is not given as the Company has not taken any major step to conserve the energy etc.
Export revenue constituted 0.15 percent of the total revenue in FY 2022-23;
|
Sr.
No.
|
Foreign exchange earnings and outgo
|
F.Y. 2022¬
23
|
F.Y. 2021¬
22
|
|
1.
|
Foreign exchange earnings
|
NIL
|
NIL
|
|
2.
|
CIF value of imports
|
NIL
|
NIL
|
|
3.
|
Expenditure in foreign currency
|
NIL
|
NIL
|
|
4.
|
Value of Imported and indigenous Raw
Materials, Spare-parts and Components
Consumption
|
NIL
|
NIL
|
30. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees
of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the
financial year 2022-23.
31. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any materially significant
related party transactions which may have potential conflict with the interest of the Company at
large. Suitable disclosures as required are provided in AS-18 which is forming the part of the
notes to financial statement.
32. DIRECTORS AND KEY MANAGERIALPERSONNEL:
The Directors and Key Managerial Personnel of the Company are summarized below as on date:
|
Sr. No.
|
Name
|
Designation
|
DIN
|
|
1.
|
Mr. Bhumishth Patel1
|
Non-Executive Director
|
02516641
|
|
2.
|
Mrs. Payal Patel2
|
Whole-Time Director
|
05300011
|
|
3.
|
Ms. Payal Patel3
|
Chief Financial Officer
|
ATCPP0254C
|
|
4.
|
Mr. Dahyabhai Patel4
|
Non-Executive Director
|
07061899
|
|
5.
|
Mr. Parimal Patwa
|
Independent Director
|
00093852
|
|
6.
|
Mr. Harsh Kothari
|
Independent Director
|
09310696
|
|
7.
|
Mr. Bhavesh Sonesara5
|
Independent Director
|
09104502
|
|
8.
|
Mr. Sumit Patel6
|
Independent Director
|
08206567
|
|
9.
|
Ms. Madhuri Mistry7
|
Company Secretary
|
ALOPM3351M
|
|
10.
|
Mr. Sanjaykumar Nai8
|
Additional Non-Executive
Director
|
10083298
|
|
11.
|
Mr. Vijaykumar Patel9
|
Managing Director
|
08073622
|
|
12.
|
Mr. Premaram Patel10
|
Additional Non-Executive
and Independent Director
|
09324872
|
|
13.
|
Mr. Sunil Patel11
|
Chief Financial Officer
|
CRXPP4293E
|
1. Mr. Bhumishth Patel was resigned as Managing Director and Continued as a Non-Executive Director w.e.f. 3rd August, 2022and resigned as
Non- Executive Director w.e.f. 8th August,2023.
2. Mrs. Payal Patel was resigned as whole Time Director w.e.f. 8th August, 2023.
3. Mrs. Payal Patel was resigned as Chief Financial Officer w.e.f. 9 th August, 2023.
4. Mr. Dahyabhai Patel was resigned as whole Time Director w.e.f. 8th August, 2023.
5. Mr. Bhavesh Sonesara was resigned as an Independent Director w.e.f. 9thJune, 2022.
6. Mr. Sumit Patel appointed as an Additional Independent Director w.e.f. 5th November, 2022 and regularization as an independent director
is passed against the requisite majority in the extra ordinary general meeting of the company held on 4th February,2023.
7. Ms. Madhuri Mistry was appointed as an and Compliance Officer of the Company w.e.f. 7th September, 2022 and resigned as a compliance
officer of the company w.e.f. 5th August,2023.
8. Mr. Sanjaykumar Nai appointed as Additional Non-Executive Director w.e.f. 8th August, 2023.
9. Mr. Vijaykumar Patel appointed as Additional Non-Executive Director w.e.f. 8th August, 2023 and change in designation From Additional
Non-Executive Director to Managing Director w.e.f. 14th August,2023.
10. Mr. Premaram Patel appointed as Additional Non-Executive and Independent Director w.e.f. 8th August, 2023.
11. Mr. Sunil Patel appointed as Chief Financial Officer w.e.f 14th August, 2023
Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2022-23 and till the date of Board's Report.
As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.
33. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Parimal Patwa, Mr. Harsh Kothari and Mr. Premaram Patel Independent Directors of the
Company has confirmed to the Board that he meets the criteria of Independence as specified
under Section 149 (6) of the Companies Act, 2013 and he qualifies to be an Independent
Director. He has also confirmed that he meets the requirement of Independent Director as
mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The confirmations were noted by the Board.
34. CORPORATE GOVERNANCE:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding
compliance with the conditions of Corporate Governance are appended to the Annual Report as
Annexure - 3.
35. DEPOSITS:
As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed
any deposits during the financial year. Hence, the Company has not defaulted in repayment of
deposits or payment of interest during the financial year.
36. AUDITOR:A. Statutory Auditor:
M/s J. M. Patel & Bros., Chartered Accountants, Ahmedabad, bearing registration number
107707W, Statutory Auditors of the company for the Financial Year 2022-2023.
Company has received a written confirmation from M/s J. M. Patel& Bros., Chartered
Accountants, Ahmedabad, to the effect that their appointment, if made, would satisfy the criteria
provided in Section 141 of the Companies Act, 2013 and the Rules framed there under for re¬
appointment as Auditors of your Company.
The Auditors have also furnished a declaration confirming their independence as well as their
arm’s length relationship with your Company as well as declaring that they have not taken up
any prohibited non-audit assignments for your Company. The Audit Committee reviews the
independence of the Auditors and the effectiveness of the Audit Process.
B. Secretarial Auditor:
The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has
appointed Mr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company
Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for
the Financial Year 2022-23.
The Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith as Annexure -
4 in Form MR-3.
C. Internal Auditor:
The Board of directors has appointed M/s. H T A & Associates, Chartered Accountants,
Ahmedabad as the internal auditor of the Company. The Internal Auditor conducts the internal
audit of the functions and operations of the Company and reports to the Audit Committee and
Board from time to time.
37. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee as tabulated below,
was held on 18th April, 2022, 14th July, 2022, 7th September, 2022, 5th November, 2022, 24th
January, 2023 and 10th February, 2023 and the attendance records of the members of the
Committee are as follows:
|
Name
|
Status
|
No. of the
Committee Meetings
entitled
|
No. of the Committee
Meetings attended
|
|
Mr. Harsh Kothari
|
Chairman
|
6
|
6
|
|
Mr. Parimal Patwa
|
Member
|
6
|
6
|
|
Mr. Premaram Patel
|
Member1
|
-
|
-
|
|
Mr. Dahyabhai Patel
|
Member2
|
6
|
6
|
1. Mr. Premaram Patel appointed as member of audit committee w.e.f. 8th August, 2023.
2. Mr. Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.
During the year all the recommendations made by the Audit Committee were accepted by the
Board.
B. Composition of Nomination and Remunaration Committee:
During the year under review, meetings of members of Stakeholders’ Relationship committee as
tabulated below, was held on 3rd August, 2022, 7th September, 2022, 5th November, 2022 and
10th January, 2023 and the attendance records of the members of the Committee are as follows:
|
Name
|
Status
|
No. of the
Committee Meetings
entitled
|
No. of the Committee
Meetings attended
|
|
Mr. Parimal Patwa
|
Chairman
|
4
|
4
|
|
Mr. Harsh Kothari
|
Member
|
4
|
4
|
|
Mr. Premaram Patel1
|
Member
|
-
|
-
|
|
Mr. Dahyabhai Patel2
|
Member
|
4
|
4
|
1. Mr. Premaram Patel appointed as member of audit committee w.e.f. 8th August, 2023.
2. Mr, Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.
C. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of Stakeholders’ Relationship committee as
tabulated below, was held on, 18th April, 2022 and 24th January,2023 and the attendance records
of the members of the Committee are as follows:
|
Name
|
Status
|
No. of the
Committee Meetings
entitled
|
No. of the Committee
Meetings attended
|
|
Mr. Premaram Patel1
|
Chairman
|
-
|
-
|
|
Mr. Dahyabhai Patel2
|
Chairman
|
2
|
2
|
|
Mr. Harsh Kothari
|
Member
|
2
|
2
|
|
Mr. Parimal Patwa
|
Member
|
2
|
2
|
1. Mr. Premaram Patel appointed as member of audit committee w.e.f. 8th August, 2023.
2. Mr, Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.
38. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT.2013:
The Company has always been committed to provide a safe and conducive work environment to
its employees. Your directors further state that during the year under review there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by
the Company.
39. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review
40. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the
Company and accordingly such accounts and records are not required to be maintained.
41. INSOLVENCY AND BANKRUPTCY CODE:
There is no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year.
The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof is not applicable to the Company.
42. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company
to attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company's Policy on director's appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178 (3) of the Act is available on the website of the Company at
www.earumpharma.com
43. INDEPENDENT DIRECTOR:
Separate meetings of the Independent Directors of the Company were held on 10th February,
2023 to discuss the agenda items as prescribed under applicable laws. All Independent
Directors have attended the said meeting. In the opinion of the Board, all the Independent
Directors fulfil the conditions of Independence as defined under the Companies Act, 2013 and
SEBI (LODR), 2015 and are independent of the management of the Company.
44. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has reported to
the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees, the details of which would need to
be mentioned in the Board's Report.
45. STATE OF COMPANY'S AFFAIRS:
Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual Report.
It contains a detailed write up and explanation about the performance of the Company.
46. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and outcome.
47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions
48. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the co-operation and
assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial
Institutions, Suppliers, Customers and other business associates who have extended their
valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.
Registered Office: By the Order of the Board of
S.F. Shop -3/2/B Samruddhi Residency, Earum Pharmaceuticals Limited
Raspan Arcade Cross Road Nr. Satyam,
Complex Nikol Ahmedabad- 382 350
Sd/- Sd/-Sanjaykumar Nai VijayKumar PatelPlace: Ahmedabad Director Managing DirectorDate: 14thAugust, 2023 DIN: 10083298 DIN:08073622
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