To,
The Members,
Earum Pharmaceuticals Limited
Your Directors are pleased to present the 11th Board's Report on the Business and Operations of the Company together with the Audited Financial Statement and the Auditor's Report for the Financial Year ended on 31st March, 2023.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial
Year ended on 31st March, 2023 is summarized as below:
Particulars
Revenue from Operations
Other Income
Total Revenue
Total Expenses
Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses
Less: Depreciation / Amortization / Impairment
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses
Add / Less: Exceptional and Extra Ordinary Items
Profit / Loss before Tax Expenses
Less: Tax Expense
Current Tax
Deferred Tax
Profit / Loss for the Period
2. OPERATIONS:
Total revenue from operations for Financial Year 202223 is Rs. 1409.25 Lakhs compared to the total revenue from operations of Rs. 2103.56 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial Year 202223 of Rs. 279.52 Lakhs as compared to Profit before tax of Rs. 308.17 Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 202223 is Rs. 198.12 Lakhs as against Net Profit after tax of Rs. 222.41 Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS. IFANY
There is no change in the nature of business during the year under review.
4. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Sectionl34(3)(a) of the Act, the Annual Return as on March 31,2022 is available on the Company's website www.earumpharma.com.
5. BONUS ISSUE:
In the Financial Year 202223 Company has not issued bonus shares to the member of the company
6. SHARE CAPITAL:
A. AUTHORISED SHARE CAPITAL:
The authorized share capital of the Company as on 31st March, 2023 is Rs. 62,35,00,000/ (Rupees SixtyTwo Crores ThirtyFive Lakhs Only) divided into 31,17,50,000 (ThirtyOne Crores Seventeen Lakhs Fifty Thousand) Equity Shares of Rs. 2/ (Rupees Two Only) each.
B. PAIDUP SHARE CAPITAL:
The paidup share capital of the Company as on 31st March, 2023 is Rs. 12,33,58,200/ (Rupees Twelve Crores ThirtyThree Lakhs FiftyEight Thousand Two Hundred Only) divided into 6,16,79,100 (Six Crores Sixteen Lakhs SeventyNine Thousand One Hundred) equity shares of Rs. 2/ (Rupees Two Only) each.
7. DIVIDEND:
To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 202223 (Previous year Nil).
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.
9. TRANSFER TO RESERVES:
The profit of the Company for the Financial Year ending on 31st March, 2023 is transferred to profit and loss account of the Company under Reserves and Surplus.
10. ANNUAL RETURN:
Pursuant to Section 92(3) read with Sectionl34(3)(a) of the Act the Annual Return as on March 31, 2022 is available on the Company's website at www.earumpharma.com
11. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial position of the Company.
12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.
13. MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 12 (Twelve] times viz. 18th April, 2022, 28th April, 2022, 9?* June, 2022,14?* July, 2022, 26? July, 2022, 30?* July, 2022, August 2022, 7th September, 2022, 5th November, 2022, 10th January, 2023, 24th January, 2023, 10th February, 2023.
14. DIRECTORS RESPONSIBILITYSTATEMENT:
In accordance with the provisions of Section 134 (3)(c) and Section 134(5] of the Companies Act, 2 013, to the best of their knowledge and belief the Board of Directors hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2023 the applicable accounting standards have been followed and there is no material departure from the same;
b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the financial year ended on 31stMarch, 2023.
c The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. CORPORATE SOCIAL RESPONSIBILITY fCSRl:
The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act
Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, as per Annexure 1.
17. SHIFTING OF REGISTERED OFFICE OF THE COMPANY WITHIN LOCAL LIMITS:
The Company has shifted its Registered office within the city w.e.f. 8th August, 2023 from A 1106, Empire Business Hub Near AUDA Water Tank, Science City Road, Sola NA Ahmedabad 380 060 to S.F. Shop 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam Complex Nikol Ahmedabad 382 350.
18. SHIFTING OF CORPORATE OFFICE;
The Company has shifted its corporate office w.e.f. 8th August, 2023 from A 1106, Empire Business Hub Near AUDA Water Tank, Science City Road, Sola NA Ahmedabad 380 060 to S.F. Shop 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam Complex Nikol Ahmedabad 382 350
19. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY. ASSOCIATE COMPANY AND IOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.
20. VIGIL MECHANISM:
During the year under review, the Company did not accept any deposits from the public and not borrowed money from the Banks and Public Financial Institutions. Accordingly, provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 does not apply to the Company.
21. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.
22. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:
The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:
Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the longterm strategic planning, etc.);
Structure, composition, and role clarity of the Board and Committees;
Extent of coordination 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 oneonone meetings with each Independent Director and the Chairman of NRC had oneonone meetings with each Executive and NonExecutive, 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 NonIndependent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and NonExecutive 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 NonIndependent 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 NonExecutive & Independent Directors:
Knowledge
Professional Conduct
Comply Secretarial Standard issued by ICSI Duties
Role and functions
b) For Executive Directors:
Performance as leader
Evaluating Business Opportunity and analysis of Risk Reward Scenarios
Key set investment goal
Professional conduct and integrity
Sharing of information with Board.
Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor's report
Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.
During the year, no reportable material weakness was observed.
24. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
A. Auditors' Report and Qualified Report:
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are selfexplanatory and do not call for any further comment
Query 1:
The loans granted are repayable on demand. As informed, the company has not demanded repayment of any such loan during the year, thus, thus, there has been no default on the part of the parties to whom the money has been lent However no interest have been charged.
Reply 1:
Interest on Unsecured was not provided because promoter want to help the company.
Query 2:
There is no information of overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the companies Act, 2013. In fact overdue amount is not identifiable.
Reply 2:
There were no identifiable overdue.
Query 3:
According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no details of any terms and condition of said loan, which are unsecured and recoverable. In fact overdue amount is not identifiable.
Reply 3:
The Loans/Advances are routine business nature hence not identifiable as overdue. Query 4:
According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has given any loans either repayable on demand or without specifying any terms or period of repayment, the aggregate amount is Rs.53.14 crores which is 100% of total loan and out of which
Rs.44.34 crores granted to promoters and related parties as define in clause (76) of section of the companies act, 2013.
Reply 4:
As regards loans given to said party given for business purpose and in next year they will be adjusted.
Query 5:
The company has not complied provisions of section 185 and 186 of Companies Act, 2013 in following cases in annexure.
Reply 5:
There is no need to comply the provisions of the section 185 & 186 of the companies act 2013 as the said advances are for business purpose like trading of goods etc..
Query 6:
The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, salestax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it Except regular income tax demand Rs.l.73CRORES.
Reply 6:
The provision of income tax will be paid within short time. The reason for nonpayment of taxes are due to financial crisis.
Query 7:
The company has defaulted in repayment of dues to financial institution, or a bank. The company has outstanding State Bank of India loan of Rs. 8.73crores (plus Rs.l8.82crores sister concern] which are NPA and not paid as per settlement with bank on dated 02/01/2023 ref no. SAMB/AHD/DKR/202223/1100. The additional interest at the rate of 8.05% also not provided in books of account As per settlement letter the matter with DRT for obtaining consent decree is also pending.
Reply 7:
As per settlement with bank the loan of Rs. 4.48 Crore repaid on dated 27/06/2023 and balance will be paid on or before December 2023 hence no willful default.
Query 8:
According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds have been raised on shortterm basis (RS.8.50CRORES) by the Company and same have been utilised for advances to the creditors (Rs.ll.54crores) for which no explanation given.
Reply 8:
The advance to creditors have been for purchase of goods and in next year this accounts are adjusted against the purchase.
Queiy 9:
According to the information and explanations given to us, no report under subsection (12] of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government
Reply 9:
There is no need to file report under sub section (12) of section 143 of the company Act as no any issue to be reported.
B. Secretarial Auditor's Report:
The observation of the Secretarial Auditor, as per Secretarial Report i.e. MR3 and do not calls for any further comment
25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT.2013:
The details of loans, investment guarantees and securities covered under the provisions of section 186 of the Companies Act 2013 are provided in the financial statement
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014, is attached as Annexure 2.
27. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
a) Risk Management Committee:
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report
b) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.
c) Business Conduct Policy:
The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for antibribery and avoidance of other corruption practices by the employees of the Company.
28. RESERVES & SURPLUS:
Sr. No. Particulars
1. Balance at the beginning of the year
2. Current Year's Profit
3. Utilization of Reserve
4. Amount of Securities Premium and other Reserves
Total
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.
Export revenue constituted 0.15 percent of the total revenue in FY 202223;
Foreign exchange earnings and outgo
23
1. Foreign exchange earnings
2. CIF value of imports
3. Expenditure in foreign currency
4. Value of Imported and indigenous Raw Materials, Spareparts and Components Consumption
30. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 202223.
31. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS18 which is forming the part of the notes to financial statement
32. DIRECTORS AND KEY MANAGERIALPERSONNEL:
The Directors and Key Managerial Personnel of the Company are summarized below as on date:
Name
1. Mr. Bhumishth Patel1
2. Mrs. Payal Patel2
3. Ms. Payal Patel3
4. Mr. Dahyabhai Patel4
5. Mr. Parimal Patwa
6. Mr. Harsh Kothari
7. Mr. Bhavesh Sonesara5
8. Mr. Sumit Patel6
9. Ms. Madhuri Mistry7
10. Mr. Sanjaykumar Nai8
11. Mr. Vijaykumar Patel9
12. Mr. Premaram Patel10
13. Mr. Sunil Patel11
1. Mr. Bhumishth Patel was resigned as Managing Director and Continued as a NonExecutive Director w.e.f. 3rd August, 2022and resigned as Non Executive Director w.e.f. 8th August,2023.
2. Mrs. Payal Patel was resigned as whole Time Director w.e.f. 8th August, 2023.
3. Mrs. Payal Patel was resigned as Chief Financial Officer w.e.f. 9th August, 2023.
4. Mr. Dahyabhai Patel was resigned as whole Time Director w.e.f. 8th August, 2023.
5. Mr. Bhavesh Sonesara was resigned as an Independent Director w.e.f. 9thjune, 2022.
6. Mr. Sumit Patel appointed as an Additional Independent Director w.e.f. 5th November, 2022 and regularization as an independent director is passed against the requisite majority in the extra ordinary general meeting of the company held on 4th February,2023.
7. Ms. Madhuri Mistiy was appointed as an and Compliance Officer of the Company w.e.f. 7 th September, 2022 and resigned as a compliance officer of the company w.e.f. 5th August,2023.
8. Mr. Sanjaykumar Nai appointed as Additional NonExecutive Director w.e.f. 8th August, 2023.
9. Mr. Vijaykumar Patel appointed as Additional NonExecutive Director w.e.f. 8th August, 2023 and change in designation From Additional NonExecutive Director to Managing Director w.e.f. 14th August,2023.
10. Mr. Premaram Patel appointed as Additional NonExecutive and Independent Director w.e.f. 8th August, 2023.
11. Mr. Sunil Patel appointed as Chief Financial Officer w.e.f 14th August, 2023
Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 202223 and till the date of Board's Report
As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.
33. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Parimal Patwa, Mr. Harsh Kothari and Mr. Premaram Patel Independent Directors of the Company has confirmed to the Board that he meets the criteria of Independence as specified under Section 149 (6] of the Companies Act, 2013 and he qualifies to be an Independent Director. He has also confirmed that he meets the requirement of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements] Regulations, 2015. The confirmations were noted by the Board.
34. CORPORATE GOVERNANCE:
As per Regulation 34 (3] read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, Report on Corporate Governance, and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure 3.
35. DEPOSITS:
As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.
36. AUDITOR:
A. Statutory Auditor:
M/s ]. M. Patel & Bros., Chartered Accountants, Ahmedabad, bearing registration number 107707W, Statutory Auditors of the company for the Financial Year 20222023.
Company has received a written confirmation from M/s J. M. Patel& Bros., Chartered Accountants, Ahmedabad, to the effect that their appointment, if made, would satisfy the criteria provided in Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of your Company.
The Auditors have also furnished a declaration confirming their independence as well as then arm's length relationship with your Company as well as declaring that they have not taken up any prohibited nonaudit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit Process.
B. Secretarial Auditor:
The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, has appointed Mr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 202223.
The Secretarial Audit Report for the Financial Year 202223 is annexed herewith as Annexure 4 in Form MR3.
C. Internal Auditor:
The Board of directors has appointed M/s. H T A & Associates, Chartered Accountants, Ahmedabad as the internal auditor of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.
37. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee as tabulated below, was held on 18th April, 2022, 14th July, 2022, 7th September, 2022, 5th November, 2022, 24th January, 2023 and 10th February, 2023 and the attendance records of the members of the Committee are as follows:
Committee Meetings entitled
Mr. Harsh Kothari
Mr. Parimal Patwa
Mr. Premaram Patel
Mr. Dahyabhai Patel
1. Mr. Premaram Patel appointed as member of audit committee w.e.f. 8th August, 2023.
2. Mr. Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.
During the year all the recommendations made by the Audit Committee were accepted by the Board.
B. Composition of Nomination and Remunaration Committee:
During the year under review, meetings of members of Stakeholders' Relationship committee as tabulated below, was held on 3rd August, 2022, 7th September, 2022, 5th November, 2022 and 10lh January, 2023 and the attendance records of the members of the Committee are as follows:
Mr. Premaram Patel1
Mr. Dahyabhai Patel2
2. Mr, Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.
C. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of Stakeholders' Relationship committee as tabulated below, was held on, 18th April, 2022 and 24"1 January,2023 and the attendance records of the members of the Committee are as follows:
38. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACF fPREVENTION. PROHIBITION & REDRESSAI/I ACT.2013:
The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.
39. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review
40. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.
41. INSOLVENCY AND BANKRUPTCY CODE:
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.
42. POLICY ON 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 highperformance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company's Policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.earumpharma.com
43. INDEPENDENT DIRECTOR:
Separate meetings of the Independent Directors of the Company were held on 10th February, 2023 to discuss the agenda items as prescribed under applicable laws. All Independent Directors have attended the said meeting. In the opinion of the Board, all the Independent Directors fulfil the conditions of Independence as defined under the Companies Act, 2013 and SEBI (LODR), 2015 and are independent of the management of the Company.
44. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report
45. STATE OF COMPANY'S AFFAIRS:
Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.
46. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.
47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions
48. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the cooperation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.
Registered Office:
S.F. Shop 3/2/B Samruddhi Residency, Raspan Arcade Cross Road Nr. Satyam, Complex Nikol Ahmedabad 382 350
Place: Ahmedabad
Date: 14thAugust, 2023