Dear Members,
Your Directors have pleasure in presenting the 20th Board's Report of Infinium Pharmachem Limited (‘the Company') for the year ended on March 31, 2024 (‘period under review').
1. Financial Summary of the Company
(Rs. in Thousands)
2. State of the Company's affairs
During the period under review, the Net Revenue from Operations of your Company increased from Rs. 10,13,062.15 Thousands to Rs. 122,35,77.25 Thousands. The Company's Profit after Tax increased from Rs. 9,14,91.66 Thousands to Rs. 11,09,33.04 Thousands as compared to Previous Year. This shows overall growth of 21.30% in the net profit of the company.
Current status on expansion and workings of the company:
It gives us immense pleasure in informing that the Company has commenced construction activities for its new Project dedicated to manufacturing contrast media raw materials. The groundbreaking ceremony was held on July 6, 2024 at Plot No. 1, GIDC Sojitra, Dist. Anand, Gujarat. The project, spanning 1,114 square meters, marks a significant expansion for the Company. This strategic move into production of contrast media raw materials is anticipated to substantially boost the company's revenue, contributing to its growth and market presence in the pharmaceutical industry.
We are also pleased to inform that the expansion project for iodine derivative manufacturing at existing Plot no 37-39, GIDC Sojitra Dist. Anand, Gujarat is nearing completion and the installed capacity will now increase to 1800 MT/annum.
3. Transfer to Reserves
During the year under review, the Company has not transferred any amount to reserves.
4. Dividend
The Directors have not recommended any Dividend during the year under review due to conservation of profits and continued investment in the business.
5. Change in the nature of Business
There has been no change in the nature of Business of the Company during the year under review.
6. Material Changes and commitments affecting the Financial position of the Company
Since the closure of the Financial Year i.e. since March 31, 2024, the Company has the following changes which affect the financial position.
The Company has acquired 51 % Equity Stake in M/s. Infinium Healthcare Private Limited (IHPL) and is a subsidiary of the Company
7. Share Capital
The Authorized Share Capital of the Company as on March 31, 2024 is Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore and Fifty Lakh) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each and the Paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs. 13,91,61,200 /- (Rupees Thirteen Crores Ninety One Lakhs Sixty One Thousand Two Hundred Only) consisting of 1,39,16,120 (One Crore Thirty Nine Lakhs Sixteen Thousand One Hundred and Twenty Only) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.
The Authorized Share Capital of the Company increased from Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each during the FY 2023-24.
The company has increased the paid-up capital by way of Bonus Issue of Rs. 6,95,80,600/- (Rupees Six Crores Ninety Five Lakhs Eight Thousand Six Hundred Only) divided into 69,58,060 (Sixty Nine Lakhs Fifty Eight Thousand Sixty Only) Equity Shares of Rs. 10/- (Rupees Ten Each) [i.e. 1 (One) fully paid up equity shares of nominal value of Rs. 10/- (Rupees Ten) each as bonus shares for every 1(One)equity share held] out of the Reserves or Securities Premium Account of the Company on August 28, 2023.
8. Subsidiaries, Associates and Joint Venture
The Company has following subsidiaries, associates and Joint ventures:
The Company holds 51% (Fifty One Percent) Equity stake in the Subsidiary Company and Joint Venture. Details of the said Subsidiary Company and Joint Venture are mentioned in Annexure A (Form AOC-1) annexed to this report.
9. Statutory Auditor & Audit Report
Ashok Rajpara & Co., (FRN 153195W) has been appointed as the Statutory Auditor of the Company from the Financial Year 2022-23 to 2026-27 i.e. for the period of 5 years.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
10. Secretarial Auditor:
The Board had appointed M/s. RTBR & Associates, Ahmedabad a firm of Company Secretaries in Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure B. The report does not contain any qualifications.
11. Reporting of fraud, comments by board on every qualification, reservation, adverse remark or disclaimer
There are no qualifications, reservations or adverse remarks or disclaimer in the Auditor's Report. Therefore, the Board has not commented on the same.
12. Details of Directors or Key Managerial Personnel
There has been change in the Key Managerial Personnel during the year under review. The details of the change is as below:
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act and the Articles of Association of the Company, Mr. Pravin Bhadabhai Madhani (DIN: 00370791), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment and there is no change in the constitution of Board of Directors.
13. Deposits
The Company has not invited / accepted any deposits from the public during the year under review.
14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
(A) Conservation of Energy:
Infinium Pharmachem Limited has always been a frontrunner in continually improving its operational performance in all areas, like productivity, yield, utilization and a host of other operating metrics, while reducing the consumption of fuel, power, stores and others. This is done by adopting an approach of continual improvement of process metrics across all energy consuming facilities.
The Company is continuously putting its efforts to improve Energy Management by way of monitoring energy related parameters on regular basis.
The Company is committed to transform energy conservation into a strategic business goal fully along with the technological sustainable development of Energy Management System. It is putting best endeavor to reduce energy consumption in its operations and activities.
(i) The steps taken or impact on conservation of energy;
The Company has started using Bio-coal as compared to other sources of energy resulting in reduction of cost of power consumption.
(ii) The steps taken by the company for utilizing alternate sources of energy; Following are the steps taken by the company:
Company's subsidiary Infinium Green Energy Private Limited, has manufactured 5000 metric tons of bio coal from agro waste during this year. Which is a supportive step in the government's determination to double farmers' income. And also the replacement of gas fuel is completely alternative energy regeneration. By using this fuel as a substitute for gas consumption, it has managed to reduce the cost of fuel by almost half. In the coming years, Infinium Green Energy is committed to double its production i.e. to 10000 metric tons.
(iii) The capital investment on energy conservation equipments: Nil
(B) Technology Absorption:
The Company is Fully Equipped with the Research and Development Facilities and Constantly Engaged in Developing Products as Per Specification of the Customers. The Company is Updating Manufacturing process of the existing Products Leading to reduction in Process Time and Cost of Production and Also in developing Products.
(C) Foreign exchange earnings and Outgo:
(Rs. in Thousand)
15. Extract of Annual Return
Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company shall be placed on the website of the Company. Link for the same is https://infiniumpharmachem.com/.
16. Particulars of Contracts or Arrangements Made With Related Parties
During the period under review, there was no contract or arrangements made with the related parties as defined under Section 188 of the Companies Act, 2013. However, the Company has made commercial transactions with its associate concern (common directors) and Foreign Joint Venture on arm's length basis. Details of the same are mentioned in Annexure C (Form AOC-2) annexed to this report.
17. Business Risk Management
In today's economic environment, Risk Management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the business processes. Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.
18. Corporate Social Responsibility
In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2024 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure D.
19. Number of meetings of the Board
A total of 06 (Six) Board Meetings were held during the Financial Year ended March 31, 2024. The maximum gap between any two Board Meetings was less than one 120 days.
20. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards had been followed and there are no material departures 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 for the Financial Year ended on March 31, 2024 and of the profit and loss of the Company for that period;
(c) The Directors had 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;
(d) The Directors had prepared the annual accounts on a going concern basis;
(e) Proper internal financial controls to be followed by the company has been laid down and that such internal financial controls are adequate and were operating effectively
(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.
21. Declaration by Independent Directors
The Company has received declarations/ confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015.
22. Policy on Nomination and Remuneration (NRC)
In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy.
The salient features of the NRC Policy are as under:
1) Setting out the objectives of the Policy
2) Definitions for the purposes of the Policy
3) Policy for appointment and removal of Director, KMP and Senior Management
4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees
5) Remuneration to Non-Executive/ Independent Director
6) Carry out evaluation of every director's performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors
7) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;
23. Annual Evaluation Of Performance Of The Board
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance of Board Meetings and Committee Meetings; ii. Quality of contribution to Board Deliberations; iii. Strategic perspectives or inputs regarding future growth of the Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management.
24. Particulars of loans, guarantees or investments under section 186
The Company has not granted any loans nor given any guarantees during the period under review.
25. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future
No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Company's operations in future.
26. Adequacy of internal financial controls with reference to the Financial Statements.
The Company's internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization's pace of growth and increasing complexity of operations.
27. Maintenance of Cost Records:
The provisions of Section 148(1) of the Companies Act, 2013 with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.
The Board of Directors appointed M/s. B R S & Associates, Cost & Management Accountants as Cost Auditors for conducting audit of the cost records maintained by the Company for the Financial Year 2023-24.
28. Particulars of Employee
None of the employees has received remuneration exceeding the limit stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure E.
29. Details of Applications Made or Proceeding Pending, If Any Under The Insolvency And Bankruptcy Code, 2016:
During the period under review, no application has been made nor is any application pending by / against the Company under the Insolvency and Bankruptcy Code, 2016.
30. 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:
During the period under review, there was no instance of one time settlement with any Bank / Financial Institution. Hence, the disclosure relating to the difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks / Financial Institutions is not applicable to the Company.
31. Compliance with the Secretarial Standards
During the period under review, the Company has complied with Secretarial Standards-1 (SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.
32. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is committed to provide a safe and conducive work environment to its employees. The Company has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year under review, no complaint was received by the Company.
No. of complaints at the beginning of the year - NIL
No. of complaints during the year - NIL
No. of complaints at the end of the year - NIL
33. Audit Committee
The Audit Committee consists of Independent Directors with Mr. Keyur Jagdishchandra Shah as Chairman, Mr. Tarun Ratilal Dobariya, Ms. Vaishakhi Ambrishbhai Shukla and Mr. Mitesh Lavjibhai Chikhaliya as members. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial results and financial statements before they are placed before the Board.
34. Corporate Governance Report
The Company being listed on the SME Platform of NSE, the provisions of Corporate Governance are not applicable to the Company. Non Applicability of submission of Report on Corporate Governance is given in Annexure F.
35. Listing of securities
The equity shares of the Company are listed on NSE emerge platform with security ID/symbol of INFINIUM. The ISIN for equity shares is INE0MRE01011. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2024-25 have been paid.
36. Internal Auditors
The Board of Directors at their meeting held on September 02, 2024 appointed Mr. Piyush P Sutrariya & Co., Chartered Accountant as internal auditor for the Financial Year 2024-25.
37. Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Management Discussion and Analysis Report is given in Annexure G to the Directors Report.
38. CFO CERTIFICATION:
CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure H.
39. Acknowledgment
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the customers, employees, banks, Government authorities, vendors, consultants and members during the year under review.