Earum Pharmaceuticals Ltd
Directors Reports
To
The Member,
Earum Pharmaceuticals Limited,
Dear Shareholder
The Directors have pleasure in presenting Seventh Annual General Meeting along with
Audited 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 |
50,70,00,145 |
35,43,66,709 |
| Other Income |
5,33,951 |
40,98,721 |
| Total Revenue |
50,75,34,096 |
35,84,65,430 |
| Less : Expenditure |
47,50,90,992 |
33,95,13,887 |
| Earning before interest, Dep. & Tax |
3,24,43,104 |
1,89,51,543 |
| Less; Depreciation |
3,76,668 |
2,18,645 |
| Earning before interest & Tax |
3,20,66,436 |
1,87,32,898 |
| Less : Interest |
92,98,367 |
63,18,952 |
| Pro t before Tax |
2,27,68,069 |
1,24,13,945 |
| Less: Provision for taxation |
61,54,500 |
32,50,200 |
| Less;Deferred tax |
Nil |
22,613 |
| Pro t After Tax |
1,66,13,56z9 |
91,41,132 |
| 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 |
Operational Overview
Your Company delivered yet another year of consistent and pro table growth. During the
year the company has earned total income of 50,75,34,096/- (Previous year ` 35,84,65,430).
The Company continues to operate only in one segment i.e pharmaceuticals intermediates and
there is no change in the nature of Business of the Company. After all the nancial
adjustments, the company has earned a net profit after tax of 1, 66, 13,569/- (One Crore
Sixty Six Lacs Thirteen Thousand Five Hundred Sixty Nine Only).
Dividend
This year company not issues any dividend to shareholder.
Reserves
The amount of profit 1,66,13,56 rupees is transferred to the Reserve and Surplus
Account
Review of Business Operations and Future Prospects
The company has accumulated profits at the end of the Financial Year. In order to
improve the performance further, the Company continues its focus on cost ef ciencies,
improving product quality and developing capabilities for servicing the stringent
requirements of customers.
Your Company has boosted its sales and thus the pro tability by increasing the
production capacity by installing new machines for forward and backward integration. This
has helped us to tap the big names in the industry and there after building up our
customer range. Our focus is on optimal utilization of resources, less cost and more pro
t.
Details of The Associates/ Joint Venture / Subsidiaries Companies
The company does not have holding or subsidiary companies during the year and no other
company has become holding / subsidiary/ joint venture.
There are no significant and material orders passed by the regulators or courts or
tribunals 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 was
30,85,650 divided into 3,08,565 shares of 10/- each.
Meetings of the Board
The Board met seven times during the nancial year. Details of meetings are given in the
Corporate Governance Report annexed herewith and forms part of this report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013
DIRECTORS, KEY MANAGERIAL PERSONNEL
DIRECTORS
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 (DIN
05300011) was appointed wholetime director and Mr.Narendrakumar Gangaramdas Patel
(07017438) was appointed Non Executive Director with effect from March 5 ,2019 Mr.Hetarth
Ashokkumar Patel (Din-07940476) and Mr.Alpesh Fatehsingh Purohit (Din-07389212) who meets
the criteria of independence as specified in section 149 of the Companies Act, 2013 read
with Schdule V and have given declaration to that effect were appointed as independent
directors 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 the
rules made there under, board appointed following as whole time key managerial personnel
of 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 during
the nancial year under review, no company has become or ceased to be subsidiary, joint
venture or associate of the Company
Public Deposit
The Company has not accepted any public deposit during the year under review and no
amount 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 the
Company con rming that he/she met with the criteria of independence as laid out in
sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board Diversity
A diverse Board enables efficient functioning through differences in perspective and
skill, and also fosters differentiated thought processes at the back of varied industrial
and management expertise, gender, knowledge and geographical background. The Company
follows 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 & D,
Technology absorption and Foreign Exchange earnings / outgo are separately provided in the
annexure to the Directors' Report as Annexure - 1.
Dematerialization of Securities
Your Company's Equity shares are admitted in the System of Dematerialization by both
the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement through
Registrar and Share Transfer Agent M/s Big share Services Pvt. Ltd. The Investors are
advised to take advantage of timely dematerialization of their securities. The ISIN
allotted to your Company is INE060601015. Total Share dematerialized up to 31st March 2019
were which constitute 100% of total capital. Your Directors request all the shareholders
to 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 business
process. Safety is a key performance indicator and your Company is committed to ensuring
zero 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 and
communications enhancing safety in the work place.Apart from safety initiatives, your
Company 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 Annual
General Meeting as per provisions of Law. He is eligible for reappointment and has offered
himself 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 with
respect to Directors' Responsibility Statement, it is hereby con rmed that :
1 In the preparation of the annual accounts for the nancial year ended 31st March
2018 as far as possible and to the extent, if any, accounting standards mentioned by the
auditors in their report as not complied with, all other applicable accounting standards
have been followed along with proper explanation relating to material departure
2 The Directors have 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 the nancial
year and profit and loss account of the Company for that period;
3 The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
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 the
company and that such internal nancial controls are adequate and are operating effectively
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
Your company believes that sound corporate Governance is critical for enhancing and
retaining investor trust and your company always seeks to ensure that its performance
goals are met accordingly. The company has established systems and procedures to ensure
that its Board of Directors is well informed and well equipped to fulfill its overall
responsibilities and to provide management with the strategic direction needed to create
long term shareholders value. The company had adopted many ethical and transparent
governance practices even before they were mandated by law. The company has always worked
towards building trust with shareholders, employees, customers, suppliers and other
stakeholders based on the principles of good corporate goverence. However since the
securities 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 Governance
to the report of Directors.
MATERIAL CHANGES AND COMMITMENTS :
The Company had received the Listing approval on July 4 , 2019 by BSE Limited for 18,
48,000 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 Standards
have 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, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards any action on the part of any employee which may
fall under the ambit of 'Sexual Harassment' at workplace, and is fully committed to uphold
and maintain the dignity of every women employee working in the Company. The Company
values the dignity of individuals and strives to provide a safe and respectable work
environment to all its employees. The Company is committed to provide an environment,
which is free of discrimination, intimidation and abuse. Pursuant to the Act Company has
constituted compliance committee. Company has not received any complaint under the said
Act during the year under review.
CAUTIONARY NOTE
The statements forming part of the Director's Report may contain certain forward
looking remarks within the meaning of applicable securities laws and regulations. Many
factors could cause the actual results., Performances or achievements of the company to be
materially different from any future results, performances or achievements that may be
expressed or implied by such forward looking statements.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Act, provisions of Corporate Social Responsibility are
not applicable to your Company as your Company has not earned net profit of r 5 crore or
more during previous nancial year, neither it has the net worth of r 500 crores or more,
nor 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 party
transactions as specified in Section 188 of the Act. Details of related party transactions
as required under Accountng standard are reported in the explanatory notes to the nancial
statements.
Green Initiative
As the Act permits paperless compliances and as a measure of green initiative, we
appeal to all those members who have not registered their e-mail addresses so far are
requested to register their e-mail address in respect of electronic holding with their
concerned Depository Participants and/or with the Company.
Appreciation
Your Directors place on record their sincere appreciation for the valuable support and
co-operation as received from Government Authorities, Financial Institutions, Banks and
all stake holders during the year. Directors are also thankful for the support extended by
Customers, Suppliers and contribution made by the employees at all level. Directors would
also like to acknowledge continued patronage extended by Company's shareholders in its
entire 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 |
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