|
To, The Members,
Murae Organisor Limited
Your Directors are pleased to present the 13th 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,
2025.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended
on 31st March, 2025 is summarized as below:
(Rs. in Lakhs)
Particulars |
2024-25 |
2023-24 |
Revenue from Operations |
85482.18 |
320.22 |
Other Income |
0.00 |
85.95 |
Total Revenue |
85482.18 |
406.17 |
Total Expenses |
84479.25 |
398.81 |
Profit / Loss before Exceptional and Extra
Ordinary |
1,003.37 |
13.26 |
Items and Tax Expenses |
|
|
Less: Depreciation / Amortization /
Impairment |
0.44 |
5.90 |
Profit / Loss before Exceptional and Extra
Ordinary |
1002.93 |
7.36 |
Items and Tax Expenses |
|
|
Add / Less: Exceptional and Extra Ordinary
Items |
0.00 |
0.00 |
Profit / Loss before Tax Expenses |
1002.93 |
7.36 |
Less: Tax Expense |
|
|
Current Tax |
251.00 |
2.05 |
Deferred Tax |
0.00 |
0.00 |
Profit / Loss for the Period |
751.93 |
5.31 |
Earnings Per Share (EPS) |
|
|
Basic |
0.04 |
0.00 |
Diluted |
0.04 |
0.00 |
2. OPERATIONS:
Total revenue for Financial Year 2024-25 is Rs. 85482.18 Lakhs compared
to the total revenue of Rs. 406.17 Lakhs of previous Financial Year. The Company has
incurred Profit before tax for the Financial Year 2024-25 of Rs. 1002.93 Lakhs as compared
to Profit before tax of Rs. 7.36 Lakhs of previous Financial Year. Net Profit after Tax
for the Financial Year 2024-25 is Rs. 751.93 Lakhs as against Net Profit after tax of Rs.
5.31 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, IF ANY
During the year under review, the company has changed its segment from
Pharmaceuticals Trading to Trading in Agriculture activities.
4. SHARE CAPITAL: A. Authorised share capital:
During the year under review, The Company has increased the Authorised
Share Capital from the existing Rs. 1.40,00,00,000/ - (Rupees One Hundred and Forty Crores
Only) divided into 70,00,00,000 (Seventy Crores) Equity Shares of Rs. 2.00/- (Rupees Two
Only) each to Rs. 1,90,00,00,000/- (Rupees One Hundred and Ninety Crores Only) divided
into 95,00,00,000 (Ninety-Five Crores) Equity Shares of Rs. 2.00/- (Rupees Two Only) each
ranking pari passu in all respect with the Existing Equity Shares of the Company in Extra
Ordinary General Meeting held on 10th January, 2025.
After the Clouser of Financial Year, The Company has approved Split/
Sub-division of Equity Shares of the Company from face value of Rs. 2.00/- (Rupees Two
Only) each to face value of Re. 1.00/- (Rupee One Only) each through the Postal Ballot
Commence on 30th April, 2025 and ended on 29th May, 2025
The authorized share capital of the Company as on 31st
March, 2025 is 1,90,00,00,000/- (Rupees One Hundred and Ninety Crores Only) divided into
95,00,00,000 (Ninety-Five Crores) Equity Shares of Rs. 2.00/- (Rupees Two Only)
B. Paid-up share capital:
During the year the Company has allotted 44,99,99,998 (Forty-Four
Crores Ninety-Nine Lakhs Ninety-Nine Thousand Nine Hundred and Ninety-Eight) Equity shares
pursuant to conversion of warrants into Equity shares on Preferential basis having face
value of Rs. 2.00/- (Rupees Two Only) each, at an issue price of Rs. 2.02/- (Rupees Two
and Twenty Paisa Only) per share (including Premium of Rs. 0.20/- {Rupee Twenty Paisa
Only} per share) in the Board Meeting held on 24th August, 2024.
During the year the Rights Issue Committee of Directors of the Company
has allotted 23,23,70,539 (Twenty-three Crores Twenty-three Lakhs Seventy Thousand Five
Hundred and Thirty-nine) Equity shares on Right basis having face value of Rs. 2.00/-
(Rupees Two Only) each, at an issue price of Rs. 2.00/- (Rupees Two Only) per share in
their Meeting held on 17th January, 2025.
The paid-up share capital of the Company as on 31st March,
2025 is Rs. 1,85,89,64,310/- (Rupees One Hundred Eighty-Five Crores Eighty-nine Lakhs
Sixty-four Thousand Three Hundred and Ten Only) divided into 1,85,89,64,310 (One Hundred
Eighty-Five Crores Eighty-nine Lakhs Sixty-four Thousand Three Hundred and Ten) divided
into 92,94,82,155 (Ninety-Two Crores Ninety Four Lakhs Eighty Two Thousand One Hundred and
Fifty Five ) Equity Shares of Rs. 2.00/- (Rupees Two Only)
After the Clouser of Financial Year, Company has Issue of bonus shares
in the ratio of 1:10 i.e., 1(One) new fully paid-up equity share of 1/- (Rupee One Only)
each for every 10 (Ten) existing fully paid-up equity share of 1/- (Rupee One Only) each
through the Postal Ballot Commence on 24th June, 2025 and ended on 23rd
July, 2025
5. DIVIDEND:
To conserve the resources for future prospect and growth of the
Company, your Directors do not recommend any dividend for the Financial Year 2024-25
(Previous year - Nil).
6. 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.
7. TRANSFER TO OTHER EQUITY:
The profit of the Company for the Financial Year ending on 31st
March, 2025 is transferred to profit and loss account of the Company under Reserves and
Surplus.
8. WEBLINK ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the
Annual Return as on March 31, 2025 is available on the Company's website at
www.earumpharma.com.
9. 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:
Approval of Split/ Sub-division of Equity Shares:
The Company has approved Split/ Sub-division of Equity Shares of the
Company from face value of Rs. 2.00/- each to face value of Re. 1.00/- each in the
Extra-ordinary General Meeting held on 30th May, 2025, and Stock exchange has
approved on 11th June, 2025 and Trading of Equity Shares has been resumed
w.e.f. 11th June, 2025. Consequently, altered the Authorised Share Capital and
Paid-up Share Capital in the following manner:
A. The authorized share capital of the Company is Rs. 1,90,00,00,000/-
(Rupees One Hundred and Ninety Crores Only) divided into 1,90,00,00,000 (One Hundred and
Ninety Crores) Equity Shares of Rs. 1.00/- (Rupee One Only) each.
B. The Paid-up Share Capital of the Company is Rs. 1,85,89,64,310/-
(Rupees One Hundred Eighty-Five Crores Eighty-nine Lakhs Sixty-four Thousand Three Hundred
and Ten Only) divided into 1,85,89,64,310 (One Hundred Eighty-Five Crores Eighty-nine
Lakhs Sixty-four Thousand Three Hundred and Ten) equity shares of Re. 1.00/- (Rupee One
Only) each.
Allotment of Equity Shares on Preferential basis:
During the year, on 24th August, 2025, the company, vide its
Board Meeting, had allotted 44,99,99,998 (Forty-four Crore Ninety-nine Lakhs Ninety-nine
Thousand Nine Hundred and Ninety-eight) fully paid-up equity shares of face value Rs. 2
(Rupees Two Only) each per equity share, at a price of Rs. 2.20/- (Rupees Two and Twenty
Paisa Only) per equity share (at Premium), aggregating to Rs. 98,99,99,996 (Ninety-eight
Crore Ninety-nine Lakhs Ninety-nine Thousand Nine Hundred and Ninety-six Only).
Consequently, the paid-up equity share capital of the Company had
increased from Rs. 49,42,23,236 (Forty-nine Crores Forty-two Lakhs Twenty-three Thousand
Two Hundred and Thirty-six Only) to Rs. 1,39,42,23,232/- (Rupees One Hundred Thirty-nine
Crores Forty-two Lakhs Twenty-three Thousand Two Hundred and Thirty-two Only).
Allotment of Equity shares on Rights basis:
During the year, on 17th January, 2025, the company, vide
its Board Meeting, had allotted 23,23,70,539 (Twenty-three Crores Twenty-three Lakhs
Seventy Thousand Five Hundred and Thirty-nine) fully paid-up equity shares of face value
Rs. 2.00/- (Rupees Two Only) each per equity share, at a price of Rs. 2.00/- (Rupees Two
Only) per equity share (at Par), aggregating to Rs. 46,47,41,078 (Forty-six Crores
Forty-seven Lakhs Forty-one Thousand and Seventy-eight Only).
Consequently, the paid-up equity share capital of the Company had
increased from Rs. 1,39,42,23,232/- (Rupees One Hundred Thirty-nine Crores Forty-two Lakhs
Twenty-three Thousand Two Hundred and Thirty-two Only) to Rs. 1,85,89,64,310/- (Rupees One
Hundred Eighty-Five Crores Eighty-nine Lakhs Sixty-four Thousand Three Hundred and Ten
Only).
Allotment of Equity shares on Bonus basis
After the Clouser of Financial Year, Company has Issue of bonus shares
in the ratio of 1:10 i.e., 1(One) new fully paid-up equity share of 1/- (Rupee One Only)
each for every 10 (Ten) existing fully paid-up equity share of 1/- (Rupee One Only) each
through the Postal Ballot Commence on 24th June, 2025 and ended on 23rd
July, 2025
10. 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.
11. 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 20
(Twenty) times viz. 4th April, 2024, 29th May, 2024, 30th
May, 2024, 29th June, 2024, 5th July, 2024, 8th July,
2024, 19th July, 2024, 12th August, 2024, 13th August,
2024, 24th August, 2024, 7th September, 2024, 15th
October, 2024, 9th November, 2024, 14th November, 2024, 13th
December, 2024, 20th December, 2024, 17th January, 2025, 28th
January, 2025, 13th February, 2025, 29th March, 2025.
12. DIRECTORS RESPONSIBILITY STATEMENT:
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, 2025 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 31st
March, 2025. 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.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year the Company is covered under the criteria of the
provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, and therefore it is mandatory to comply with
the same.
The Company has formed the CSR Committee as per the Section 135 of the
Companies Act, 2013. On recommendation of CSR Committee, the Board of Directors of the
Company has approved the CSR Policy which is available on the website of the Company i.e.
www.earumpharma.com.
14. STATUTORY AUDITOR AND AUDITOR'S REPORT:
The Members of the Company at the Extra-ordinary General Meeting held
on 10th January, 2025, approved the appointment of M/s. Parin Patwari &
Co., Chartered Accountants (FRN: 154571W) as the Statutory Auditors of the Company for the
Financial Year 2024-25. The report issued by Statutory Auditors for financial year 2024-25
does not contain any qualifications or adverse remarks.
15. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:
i. Auditor's Report:
The statutory Auditor of the Company has included the following
qualifications in their Audit Report for the Financial Year 2024-2025:
1. The company has unsecured loans amounting to 21,275.11 Lacs.
Management has not charged interest on these loans, and relevant agreements along with
cross-confirmations are not available. In the absence of valid agreements and necessary
confirmations, the accuracy of the balances and their interest-free status could not be
verified, potentially impacting the fair presentation of liabilities and interest
expenses.
Reply:
The unsecured loans amounting to Rs. 21,275.11 Lakhs have been availed
purely for meeting the business and operational requirements of the Company. These
borrowings have been extended by related parties/associates for supporting the overall
business activities without any expectation of interest. Hence, the nature of these loans
is interest-free and no interest has been charged or accrued in the books of accounts.
It may further be noted that the Company has neither incurred any
obligation to pay interest nor entered into any arrangement for such payments in respect
of these loans. The management has ensured that the classification and presentation of
these borrowings under unsecured loans is accurate and in accordance with the applicable
accounting standards and statutory requirements.
The relevant agreements and supporting documents with respect to these
loans have already been compiled and forwarded to our Chartered Accountant for their
verification, review, and record-keeping purposes. This step has been taken to ensure
transparency and compliance in the reporting of these liabilities.
Accordingly, the balances reflected in the financial statements are
correct, and the interest-free status of these unsecured loans stands duly substantiated.
The Company is committed to maintaining proper documentation and ensuring that all such
transactions are fairly presented in the books of accounts.
2. Balance of GST Credit Payable 236.64 Lacs pending for GST
reconciliation. Reconciliation with the GST Online Portal has not been carried out,
affecting the accuracy of GST Input Credit and the liability towards the government.
Reply:
With respect to the observation regarding the balance of GST credit
payable of Rs. 236.64 Lakhs, we would like to clarify that at the time of audit review,
the reconciliation process with the GST online portal was under progress. Consequently,
certain differences were appearing temporarily between the books of accounts and the
portal figures.
Subsequently, a detailed reconciliation exercise has been carried out,
covering all relevant input credits, outward liabilities, and adjustments. After
completing this process, we confirm that the GST credit balances as per the company's
books are now fully aligned with the balances reflected on the GST portal.
Hence, there is no mismatch in the records, and the company's
claim of GST input credit as well as the liability towards the Government stands true and
fairly presented in the financial statements.
3. The company has trade payables amounting to 19502.20 Lacs;
however, the bifurcation of Micro, Small, and Medium Enterprises (MSME) creditors has not
been provided. Non-disclosure of MSME classification contravenes the Micro, Small and
Medium Enterprises Development (MSMED) Act, 2006, impacting regulatory compliance and
financial transparency.
Reply:
With reference to the observation regarding trade payables amounting to
Rs. 19502.20 Lakhs and the bifurcation of creditors under the Micro, Small and Medium
Enterprises Development (MSMED) Act, 2006, we wish to clarify that at the time of audit,
the classification details from the respective vendors were not fully available. Since the
confirmation of MSME status is dependent on declarations and registrations furnished by
suppliers, there was a delay in obtaining the same from certain parties.
The management has already initiated the process of collecting the
necessary MSME declarations/registrations from all vendors to ensure proper classification
between MSME and non-MSME creditors. Once such details are fully received and verified,
the same will be appropriately disclosed in the financial statements in compliance with
the provisions of the
MSMED Act, 2006.
We further confirm that the Company is committed to full regulatory
compliance and financial transparency. The matter is being given due priority, and future
disclosures will contain the requisite bifurcation of trade payables into MSME and
non-MSME categories in accordance with statutory requirements.
4. Advances to suppliers of 6775.68 Lacs remain unconfirmed.
Absence of confirmations from these suppliers affects the reliability of liabilities
disclosed in the financial statements.
Reply:
With reference to the observation regarding advances to suppliers
amounting to Rs. 6775.68 Lakhs, we would like to clarify that at the time of audit, the
process of obtaining balance confirmations and execution of formal agreements with certain
suppliers was pending. As a result, confirmations could not be obtained and submitted
during the audit review.
However, the advances have been made in the normal course of business
towards procurement of goods and services, and the same are duly supported by underlying
transactions, purchase orders, and other documentary evidence available with the Company.
The management is in continuous follow-up with the concerned suppliers to obtain written
confirmations and agreements to ensure completeness of records.
We further confirm that these advances are genuine business
transactions, appropriately recorded in the books of accounts, and there is no
misstatement in the liabilities disclosed in the financial statements. The Company is
committed to strengthening its documentation process and ensuring that all supplier
confirmations are obtained on a timely basis in future.
5. A loan/advances amounting to 28,367.23 Lacs remains
unconfirmed to certain parties. The absence of loan confirmations impacts the reliability
of Advances/ Receivables and financial disclosures.
Reply:
With reference to the observation regarding loans/advances amounting to
Rs. 28,367.23 Lakhs remaining unconfirmed, we would like to clarify that at the time of
audit, the process of obtaining confirmations from certain parties was still pending. Due
to this, the confirmations could not be presented during the course of audit.
However, we confirm that these loans/advances have been granted in the
ordinary course of business and are duly supported by the underlying records, agreements,
and relevant documentation available with the Company. The balances have been correctly
recorded in the books of accounts, and there is no misstatement in their presentation.
The management is in regular follow-up with the concerned parties to
obtain written confirmations in order to further strengthen the documentation and
compliance process. We assure that necessary steps are being taken to ensure timely
confirmations in the future, thereby enhancing the reliability of financial disclosures.
6. We are in receipt of certain sales invoices; however, they
are not supported with E-Way bills, Delivery Challans, or Transportation details. In the
absence of these critical documents, we are unable to verify the genuineness of the
transactions.
Reply:
The Company is engaged purely in trading activities wherein goods are
directly supplied by our suppliers to the customers. Accordingly, the Company does not
maintain any stock in hand nor require ownership/lease of any godown or warehouse
facilities. This business model is based on direct dispatch from supplier to
customer, which eliminates the need for physical storage of inventory by the Company.
Further, contrary to the observation, the Company has already provided
to the auditors all available supporting documents such as sales invoices, purchase
invoices, and delivery notes evidencing the movement of goods. Since the transactions are
on a direct-trading basis, separate Goods Inward Reports are not generated at the
Company's end.
We reiterate that all trading transactions are genuine and duly
supported by invoices and delivery documentation. The management remains committed to
providing any additional supporting papers, wherever required, to substantiate the nature
of operations and to ensure complete transparency in reporting.
7. With respect to purchases, the company has not provided Goods
Inward Reports. Further, the company does not own or lease any godown facilities, raising
concerns over the storage of inventory. Management claims that the goods are traded
directly from suppliers to customers without being held in the company's possession;
however, in the absence of evidence, we are unable to verify this assertion.
Reply:
The Company is engaged purely in trading activities wherein goods are
directly supplied by our suppliers to the customers. Accordingly, the Company does not
maintain any stock in hand nor require ownership/lease of any godown or warehouse
facilities. This business model is based on direct dispatch from supplier to
customer, which eliminates the need for physical storage of inventory by the Company.
Further, contrary to the observation, the Company has already provided
to the auditors all available supporting documents such as sales invoices, purchase
invoices, and delivery notes evidencing the movement of goods. Since the transactions are
on a direct-trading basis, separate Goods Inward Reports are not generated at the
Company's end.
We reiterate that all trading transactions are genuine and duly
supported by invoices and delivery documentation. The management remains committed to
providing any additional supporting papers, wherever required, to substantiate the nature
of operations and to ensure complete transparency in reporting.
Secretarial Auditor's Report:
1. The Company has not provided us with the proof of Publication
of Newspaper Advertisement published for the Financials for the quarter ended 30th
September, 2024:
Reply:
The Board clarifies that the newspaper advertisements for the mentioned
financial periods were duly published. However, during cross-verification with the
auditors, the copies were inadvertently misplaced. Efforts are underway to retrieve the
archived copies from the publishers for record submission.
The Company is making efforts to retrieve the archived copies from the
respective publication Houses and will submit them for record as soon as they are
available.
2. The Status of the Company shows as SDD-non compliant on the
BSE Portal. Further the company has not provided us with the records pertaining to the
requirements of the Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading)
Regulations, 2015:
Reply:
The Company has duly provided records demonstrating its compliance with
the SDD requirements. Furthermore, the Company is in communication with the Exchange to
resolve the said technical matter, and necessary steps are being taken to rectify the
status at the earliest
3. In absence of management representation and other supporting;
we do not comment whether the company accepted any deposits within the meaning of section
73 to 76 or any other relevant provisions of the Companies Act, 2013.
Reply:
The Company has not accepted any deposits within the meaning of Section
73 to 76 of the Companies Act, 2013, or any other relevant provisions thereof. All funds
reflected in the books pertain either to unsecured loans from directors, shareholders, or
related parties, or trade advances in the normal course of business. Necessary management
representations and supporting documents are available for verification.
4. According to the information and explanations given by the
management, the Company does not have an internal audit system commensurate with the size
and nature of its business. No reports of Internal Auditors for the period under audit
were available for our consideration.
16. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND
SECURITIES
PROVIDED 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.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review, all the Related Party Transactions were
entered at arm's length basis and in the ordinary course of business and were in
compliance with the applicable provisions of the Act and the Listing Regulations.
Pursuant to Section 188 of the Act read with rules made thereunder and
Regulation 23 of the Listing Regulations, all Material Related Party Transactions
(material RPTs) require prior approval of the shareholders of the Company vide
ordinary resolution.
The Company has formulated and adopted a policy on dealing with related
party transactions, in line with Regulation 23 of the Listing Regulations, which is
available on the website of the Company at www.earumpharma.com.
As a part of the mandate under the Listing Regulations and the terms of
reference, the Audit Committee undertakes quarterly review of related party transactions
entered into by the Company with its related parties. Pursuant to Regulation 23 of Listing
Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval
in respect of transactions which are repetitive in nature, which may or may not be
foreseen, not exceeding the limits specified thereunder. The transactions under the
purview of omnibus approval are reviewed on quarterly basis by the Audit Committee.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the
disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.
18. 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.
19. RESERVES & SURPLUS:
Sr. No. |
Particulars |
|
Amount |
|
1. |
Balance at the beginning of the year |
|
|
642.38 |
2. |
Current Year's Profit |
|
|
751.93 |
3. |
Amount of Securities Premium and other
Reserves |
|
|
900.00 |
4. |
Deduction made during the year |
|
|
37.50 |
|
|
Total |
2256.82 |
20. 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.
There were no foreign exchange earnings or outgo during the year under
review.
Sr. No. |
Foreign exchange earnings and outgo |
F.Y. 2024-25 |
F.Y. 2023-24 |
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- |
Nil |
Nil |
|
parts and Components Consumption |
|
|
21. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY
AND JOINT
VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company
and Joint Venture.
22. 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.
23. 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.
24. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:
a) 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.
b) 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.
25. 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 2024-25.
26. 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.
27. DIRECTORS AND KEY MANAGERIALPERSONNEL:
The Directors and Key Managerial Personnel of the Company are
summarized below as on date:
Sr. |
Name |
|
Designation |
|
DIN / PAN |
No. |
|
|
|
|
|
|
1. |
Mr. Manthan Rameshbhai |
Managing Director |
|
|
10453462 |
|
Tilva2 |
|
|
|
|
|
2. |
Mr. Sanket Ladani4 |
Non-Executive Director |
|
|
10453446 |
3. |
Mr. Akshay Talshibhai |
Additional |
Non-Executive |
and |
Independent |
10552630 |
|
Sanepara6 |
Director |
|
|
|
|
4. |
Mr. Vinod Rajabhai |
Additional |
Non-Executive |
and |
Independent |
09829560 |
|
Bhadarka13 |
Director |
|
|
|
|
5. |
Mr. Nitinkumar Ashokkumar |
Managing Director |
|
|
10820263 |
|
Tomar3 |
|
|
|
|
|
6. |
Mr. Krunal Desai5 |
Independent Director |
|
|
10874142 |
7. |
Ms. Vaishaliben Patel7 |
Additional Non-Executive and
Independent |
11027965 |
|
|
Director |
|
|
|
|
8. |
Mr. Ankit Patel10 |
Additional Non-Executive and
Independent |
11027945 |
|
|
Director |
|
|
|
|
9. |
Mr. Mayur Sureshkumar |
Additional Non-Executive and
Independent |
11027972 |
|
Vyas11 |
Director |
|
|
|
|
10. |
Mr. Chinmay Shrikant |
Managing Director |
|
|
10753724 |
|
Pradhan12 |
|
|
|
|
|
11. |
Ms. Sangita Rajpurohit1 |
Company Secretary |
|
|
CHIPR0064A |
12. |
Mr. Vaghasiya Brijeshkumar |
Chief Financial Officer |
|
|
AGOPV1784C |
|
Mathurbhai7 |
|
|
|
|
|
13. |
Ms. Khyati Kanaiyalal Patel8 |
Non-Executive Non-Independent
Director |
10548061 |
1. Ms. Sangita Rajpurohit was appointed as a Company
Secretary and Compliance Officer of the company w.e.f. 4th April, 2024 and had
resigned w.e.f. 4th April, 2025.
2. Mr. Manthan Rameshbhai Tilva had resigned as a Managing
Director of the Company w.e.f. 9th November, 2024
3. Mr. Nitinkumar Ashokkumar Tomar was appointed as a
Managing Director cum chairperson of the company w.e.f. 9th November, 2024 and
has changed his designation to Non-executive Non-Independent Director cum chairperson of
the Company w.e.f. 29th March, 2025.
4. Mr. Sanket Ladani had resigned as Non- Executive
Non-Independent Director of the company w.e.f. 18th December,2024.
5. Mr. Krunal Desai was appointed as Additional
Non-executive Non-Independent Director of the company w.e.f. 20th December,
2024 and regularized as Non-executive Non-Independent Director of the company w.e.f. 10th
January, 2025.
6. Mr. Akshay Talshibhai Sanepara was regularized as
Non-Executive Independent Director of the Company w.e.f. 24th April, 2024 and
had resigned w.e.f. 20th March, 2025.
7. Mr. Vaghasiya Brijeshkumar Mathurbhai was appointed
Chief Financial Officer w.e.f. 24th April, 2024 and had resigned w.e.f. 20th
March, 2025.
8. Ms. Khyati Kanaiyalal Patel was regularized as
Non-Executive Independent Director w.e.f. 24th April, 2024 and had resigned as
Non-Executive Independent Director of the Company w.e.f. 1st April, 2025
9. Ms. Vaishaliben Patel was appointed as an Additional
Non-Executive Independent Director of the Company w.e.f. 29th March, 2025. 10.
Mr. Ankit Patel was appointed as an Additional Non-Executive Independent Director of the
Company w.e.f. 29th March, 2025. 11. Mr. Mayur Sureshkumar Vyas was
appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 29th
March, 2025. 12. Mr. Chinmay Shrikant Pradhan was appointed as a Managing
Director of the Company w.e.f. 29th March, 2025. 13. Mr. Vinod
Rajabhai Bhadarka had resigned as Non- Executive Independent Director of the company
w.e.f. 20th March, 2025.
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 2024-25 and
till the date of Board's Report.
The following change took place from the end of the financial year till
the date of this report in the Key managerial Personnel (KMP) of the Company:
Sr. No |
Name |
Designation |
DIN/PAN |
1 |
Ms. Sangita Rajpurohit |
Company Secretary |
CHIPR0064A |
|
(Cessation: 04/04/2025) |
|
|
As per Companies Act, 2013 the Independent Directors are not liable to
retire by rotation.
28. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Ankit Patel, Mr. Mayur Sureshkumar Vyas, Ms. Vaishaliben 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. They had also confirmed that they meet 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.
29. 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 - II.
30. 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.
31. 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.
In a separate meeting of Independent Directors i.e. held on Thursday, 7th
September, 2024 the performances of Executive and Non-Executive Directors were evaluated
in terms of their contribution towards the growth and development of the Company. The
achievements of the targeted goals and the achievements of the Expansion plans were too
observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.
32. 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, and provides the Company's
current working and future outlook as per Annexure I to this Report.
33. 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 M/s. Jay Pandya & Associates, Practicing Company
Secretaries, Ahmedabad (FRN: S2024GJ953300) as a Secretarial Auditor of the Company to
conduct Secretarial Audit for the Financial Year 2024-25.
The Secretarial Audit Report for the Financial Year 2024-25 is annexed
herewith as Annexure III in Form MR-3. The report of the Secretarial auditor has not made
any adverse remark in their Audit Report except:
34. DISCLOSURES:
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit
committee as tabulated below, was held on 30th May, 2024, 13th
August, 2024, 15th October, 2024, 14th November, 2024, 13th
December, 2024, 20th December, 2024, 17th January, 2025, 28th
January, 2025, 20th March, 2025 and 29th March, 2025 and the
attendance records of the members of the Committee are as follows:
Name |
Status |
No. of the |
No. of the Committee |
|
|
Committee |
Meetings attended |
|
|
Meetings entitled |
|
Ms. Khyati Kanaiyalal Patel6 |
Chairperson |
10 |
10 |
Mr. Sanket Ladani7 |
Member |
5 |
5 |
Mr. Vinod Rajabhai Bhadarka8 |
Member |
9 |
9 |
Mr. Krunal Desai2 |
Member |
5 |
5 |
Mr. Nitinkumar Ashokkumar Tomar1 |
Member |
1 |
1 |
Ms. Vaishaliben Patel3 |
Chairperson |
0 |
0 |
Mr. Ankit Patel4 |
Member |
0 |
0 |
Mr. Mayur Sureshkumar Vyas5 |
Member |
0 |
0 |
1. Mr. Nitinkumar Ashokkumar Tomar was appointed as member of the audit
Committee w.e.f. 18th December, 2024 and resigned w.e.f. 20th
December, 2024.He was again appointed as member of the audit Committee w.e.f. 20th
March, 2025 and resigned again w.e.f. 29th March, 2025. 2. Mr. Krunal Desai was appointed
as member of audit committee w.e.f. 12th December, 2024 and resigned w.e.f. 29th
March, 2025. 3. Ms. Vaishaliben Patel was appointed as Chairperson of audit committee
w.e.f. 29th March, 2025. 4. Mr. Ankit Patel was appointed as member of audit
committee w.e.f. 29th March, 2025 5. Mr. Mayur Sureshkumar Vyas was appointed
as member of audit committee w.e.f. 29th March, 2025 6. Ms. Khyati Kanaiyalal
Patel had resigned as Chairperson of audit committee w.e.f 1st April, 2025 7.
Mr. Sanket Ladani had resigned as Member of audit committee w.e.f. 18th
December, 2024 8. Mr. Vinod Rajabhai Badharka had resigned as Member of audit committee
w.e.f. 20th March, 2025
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 committee as
tabulated below, was held on , 4th April, 2024, 9th November, 2024,
13th December, 2024, 20th December, 2024, 20th March,
2025, 29th March, 2025 the attendance records of the members of the Committee
are as follows:
1. Mr. Vinod Rajabhai Bhadarka was appointed as member of Committee
w.e.f. 15th March, 2024 and resigned w.e.f. 20th March, 2025 2. Mr.
Nitinkumar Ashokkumar Tomar was appointed as member of Committee w.e.f. 20th March, 2025
and resigned w.e.f. 29th March,
Name |
Status |
No. of the Committee |
No. of the Committee |
|
|
Meetings entitled |
Meetings attended |
Ms. Khyati Kanaiyalal Patel6 |
Chairman |
6 |
6 |
Mr. Sanket Ladani5 |
Member |
3 |
3 |
Mr. Akshay Talshibhai Sanepara3 |
Member |
1 |
1 |
Mr. Krunal Desai4 |
Member |
2 |
2 |
Mr. Vinod Rajabhai Bhadarka1 |
Member |
5 |
5 |
Mr. Nitinkumar Ashokkumar Tomar2 |
Member |
1 |
1 |
Ms. Vaishaliben Patel7 |
Chairperson |
0 |
0 |
Mr. Ankit Patel8 |
Member |
0 |
0 |
Mr. Mayur Sureskumar Vyas9 |
Member |
0 |
0 |
2025
3. Mr. Akshay Talshibhai Sanepara was appointed as member of committee
w.e.f. 18th December, 2024 and resigned w.e.f. 20th December, 2024
4. Mr. Krunal Desai was appointed as member of committee w.e.f. 20th December,
2024 and resigned w.e.f. 29th March, 2025. 5. Mr. Sanket Ladani had resigned as
member of committee w.e.f. 18th December, 2024 6. Mr. Khyati Kanaiyalal Patel
had resigned as Member of committee w.e.f 1st April, 2025 7. Ms. Vaishaliben
Patel was appointed as Chairperson of audit committee w.e.f. 29th March, 2025.
8. Mr. Ankit Patel was appointed as member of audit committee w.e.f. 29th
March, 2025 9. Mr. Mayur Sureshkumar Vyas was appointed as member of audit committee
w.e.f. 29th March, 2025
C. Composition of Stakeholders' Relationship Committee:
tabulated below, was held on, 7th September, 2024 20th
December, 2024 and 20th March, 2025 and the attendance records of the members
of the Committee are as follows:
Name |
Status |
No. of the Committee |
No. of the Committee |
|
|
Meetings entitled |
Meetings attended |
Mr. Sanket Ladani1 |
Chairperson |
1 |
1 |
Ms. Khyati Kanaiyalal Patel6 |
Member |
3 |
3 |
Mr. Vinod Rajabhai Bhadarka4 |
Member |
3 |
3 |
Mr. Nitinkumar Ashokkumar Tomar5 |
Member |
NA |
NA |
Mr. Akshay Talshibhai Sanepara2 |
Chairperson |
NA |
NA |
Ms. Krunal Desai3 |
Chairperson |
1 |
1 |
Mr. Ankit Patel8 |
Chairperson |
NA |
NA |
Ms. Vaishaliben Patel7 |
Member |
NA |
NA |
Mr. Mayur Sureshkumar Vyas9 |
Member |
NA |
NA |
1. Mr. Sanket Ladani had resigned as chairperson of the
committee w.e.f. 18th December, 2024.
2. Mr. Akshay Talshibhai Sanepara was appointed as chairperson
of the committee w.e.f. 18th December, 2024 and resigned w.e.f. 20th
December, 2024
3. Mr. Krunal Desai was appointed as chairperson of the
committee w.e.f. 20th December, 2024 and resigned w.e.f. 29th March,
2025
4. Mr. Vinod Rajabhai Bhadarka had resigned w.e.f. 20th
March, 2025
5. Mr. Nitinkumar Ashokkumar Tomar was appointed as member of
committee w.e.f. 20th March, 2024 and resigned w.e.f. 29th March,
2025
6. Ms. Khyati Kanaiyalal Patel had resigned as Member of the
committee w.e.f. 1st April, 2025
7. Ms. Vaishaliben Patel was appointed as member of audit
committee w.e.f. 29th March, 2025.
8. Mr. Ankit Patel was appointed as chairperson of audit
committee w.e.f. 29th March, 2025
9. Mr. Mayur Sureshkumar Vyas was appointed as member of audit
committee w.e.f. 29th March, 2025
35. 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.
The following no. of complaints was received under the POSH Act and the
rules framed thereunder during the year:
a. number of complaints filed during the financial year - NIL b. number
of complaints disposed of during the financial year - NIL c. number of complaints pending
as on end of the financial year NIL
36. 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
37. DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, the shares of the Company are under
compulsory demat form. The Company has established connectivity with both the Depositories
i.e., National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) and the Demat activation number allotted to
the Company is ISIN: INE060601031. Presently shares are held in electronic and physical
mode.
38. 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.
39. POLICY ON DIRECTOR'S 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
40. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE
AVAILING LOAN
FROM BANKS AND FINANCIAL INSTITUTIONS:
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.
41. 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.
|