Dear Members,
Your Directors have pleasure in presenting the 19th Board's Report of Infinium Pharmachem Limited (‘the Company') for the year ended on March 31, 2023 (‘period under review').
1. Financial Summary of the Company
(Rs. in Thousand)
Particulars
2. State of the Company's affairs
During the period under review, the Net Revenue from Operations of your Company increased from Rs. 74,03,77,230/- (Rupees Seventy Four Crores Three Lakhs Seventy Seven Thousand Two Hundred and Thirty Only) to Rs. 101,30,62,150/- (Rupees One Hundred and One Crores Thirty Lakhs Sixty Two Thousand One Hundred and Fifty Only).
The Company's Profit After Tax stood from Rs. 5,50,34,270/- (Rupees Five Crores Fifty Lakhs Thirty Four Thousand Two Hundred Seventy Only) to Rs. 9,14,91,660/- (Rupees Nine Crores Fourteen Lakhs Ninety One Thousand Six Hundred and Sixty Only) as compared to Previous Year.
Directors are hopeful to achieve better results in the coming years.
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.
However, the Company is now a Public Limited Company w.e.f. August 12, 2022 vide a Special Resolution passed at an Extra Ordinary General Meeting dated June 15, 2022.
Further, the Company vide Prospectus dated March 20, 2023 issued its securities via Initial Public Offering and on April 17, 2023 the Company's Securities were listed on NSE Emerge Platform.
6. Material Changes and commitments affecting the Financial position of the Company
Since the closure of the Financial Year i.e. since March 31, 2023, the Company vide Prospectus dated March 20, 2023 issued its securities via Initial Public Offering and the Company got listed on NSE Emerge stock exchange on April 17, 2023. Therefore, the Company now being a Listed Company the Financial Position of the Company is varied.
7. Share Capital
The Authorised Share Capital of the Company as on March 31, 2023 is Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (1 Crore) 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, 2023 is Rs. 5,08,30,600/- (Rupees Five Crores Eight Lakhs Thirty Thousand Six Hundred Only) consisting of 50,83,060 (Fifty Lakhs Eighty Three Thousand Sixty) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.
The Authorised Share Capital of the Company increased from Rs. 2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lakhs) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to 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 during the FY 2022-23.
Further, during the period under review, the paid-up Share Capital of the Company increased from Rs. 1,01,66,120/- (Rupees One Crore One Lakh Sixty Six Thousand One Hundred and Twenty Only) divided into 10,16,612 (Ten Lakhs Sixteen Thousand Six Hundred Twelve) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 5,08,30,600/- (Rupees Five Crores Eight Lakhs Thirty Thousand Six Hundred Only) through Bonus Issue of Rs. 4,06,64,480/- (Rupees Four Crores Six Lakhs Sixty Four Thousand Four Hundred and Eighty Only) divided into 40,66,448 (Forty Lakhs Sixty Six Thousand Four Hundred and Forty Eight) Equity Shares of Rs. 10/- (Rupees Ten Each) [i.e. 4 (Four) 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 June 25, 2022.
The Company through Initial Public Issue dated April 11, 2023 i.e. during the FY 2023-24, issued 18,75,000 (Eighteen Lakhs Seventy Five Thousand) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at a Premium of Rs. 125/- (Rupees One Hundred and Twenty Five Only) (Discount of 10% to the eligible employees of the Company) amounting to Rs. 25,25,71,500/- (Rupees Twenty Five Thousand Twenty Five Lakhs Seventy One Thousand Five Hundred Only) thereby increase in the paid up capital of the Company from Rs. 5,08,30,600/- (Rupees Five Crores Eight Lakhs Thirty Thousand Six Hundred Only) divided into 50,83,060 (Fifty Lakhs Eighty Three Thousand Sixty) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 6,95,80,600 (Six Crores Ninety Five Lakhs Eighty Thousand Six Hundred Only) divided into 69,58,060 (Sixty Nine Lakhs Fifty Eight Thousand Six Hundred) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.
8. Subsidiaries, Associates and Joint Venture
The Company has a Foreign Joint Venture Subsidiary (JV Company) in the name of ‘Shanghai Tajilin Industrial Co. Ltd' incorporated on March 27, 2019 in the People' Republic of China, having Company No. 91310000MA1HR2TG2B. The main business of the JV Company is of International Trade of Chemicals, Pharmaceuticals and other products mainly between but not limited to India and China.
The Company holds 51% (Fifty One Per Cent) Equity stake in the JV Company. Details of Joint Ventures are mentioned in Annexure A (Form AOC-1) annexed to this report.
The Company has a Subsidiary Company in the name of ‘Infinium Green Energy Private Limited', incorporated on June 06, 2022 having CIN U40200GJ2022PTC132667. The main business of the Company is of manufacture, production, sale, purchase, import, export, development, storage, accumulation, or otherwise dealing in Bio Coal, Bio Gas, Bio Energy, agro waste briquettes, white coal and Biomass Briquettes and other products related to renewable energy and non-conventional sources of energy from agricultural Cellulosic, waste including hemicellulose waste, other waste, recycling material or from any sources of energy and related products.
The Company holds 51% (Fifty One Per Cent) Equity stake in the Subsidiary Company. Details of the said Subsidiary Company are mentioned in Annexure A (Form AOC-1) annexed to this report.
9. Statutory Auditor & Audit Report
During the period under review, R J P & Co. resigned from the office of the Statutory Auditor of the Company due to dissolution of their partnership firm w.e.f. May 20, 2022.
The Company at its Extra-ordinary General Meeting held on June 15, 2022 appointed Ashok Rajpara & Co., (FRN 153195W) Chartered Accountants, Surat, to conduct Statutory Audit of the Company for the financial year ending on March 31, 2022.
Further, the shareholders at their Annual General Meeting held on September 30, 2022 appointed Ashok Rajpara & Co., (FRN 153195W) as the Statutory Auditor of the Company from the Finanical 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:
Secretarial Audit is not applicable for financial year ended 31st March, 2023 as the Company was a public company as on 31st March, 2023 & the Company does not fall into the criteria mentioned under section 204 of Companies Act, 2013.
11. Reporting of fraud, comments by board on every qualification, reservation, adverse remark or disclaimer
There are no qualification, reservation or adverse remark or disclaimer in Auditors Report. Therefore, the Board have not commented on the same.
12. Details of Directors or Key Managerial Personnel
There has been change in the Key Managerial Personnel and the constitution of Board of Directors during the year under review. The details of the change is as below:
Sr. Name of the Director / Key
1. Sanjaykumar Viththalbhai Patel
2. Keyur Jagdishchandra Shah
3. Tarun Ratilal Dobariya
4. Vaishakhi Ambrishbhai Shukla
5. Vrunda Harishbhai Patel
6. Vrunda Harishbhai Patel
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. Mitesh Lavjibhai Chikhaliya (DIN: 03342934), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
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:
The Company has started using gas as compared to other source of energy resulting in reduction of cost of power consumption.
(B) Technology Absorption:
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year);
(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, Company has made commercial transaction with its associate concern (common directors) and Foreign Joint Venture on arm's length basis. Details of the same are mentioned in Annexure B (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, 2023 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure C.
19. Number of meetings of the Board
A total of 13 (Thirteen) Board Meetings were held during the Financial Year ended March 31, 2023. The maximum gap between any two Board Meetings was less than one 120 days.
Sr. No. Date of Board Meeting
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, 2023, 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 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, 2023 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) The Company being Unlisted during the period under review, sub clause (e) of section 134(3) of the Act pertaining to laying down internal financial controls is not applicable to the Company; 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.
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
23. 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.
However, the Company has Joint Venture in the name and style of Shanghai Tajilin Industrial Co. Ltd. Since 2019.
The Company invested in equity stake of Infinium Green Energy Private Limited during the year under review.
24. 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.
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.
26. 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 2022-23.
27. Particulars of Employee
None of the employee 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 D.
28. 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.
29. 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 onetime settlement with any Bank / Financial Institution. Hence, the disclosure relating to difference between 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.
30. Compliance with the Secretarial Standards
During the period under review, the Company has complied Secretarial Standards-1 (SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.
31. 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.
32. 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.
33. Corporate Governance Report
The Company being Listed on 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 E.
34. 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 2023-24 have been paid.
35. Internal Auditors
The Board of Directors at their meeting held on May 17, 2023 appointed Mr. Piyush P Sutrariya & Co., Chartered Accountant as internal auditor for the Financial Year 2023-24.
36. 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 F to the Directors Report.
37. CFO CERTIFICATION:
CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure G.
38. Acknowledgment
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the customers, employees, banks, Government authorities, vendors, consultants and members during the year under review.
For and on behalf of the Board of Directors of Infinium Pharmachem Limited