Your directors have pleasure in presenting 33rd (Thirty-Third) Annual Report the business andoperations of the Company and the accounts for the Financial Year (“FY”) ended on 31st March 2025.
FINANCIAL RESULTS:
(Rs. in Lakhs)
PARTICULARS
Year Ended on31st March, 2025
Year Ended on31st March, 2024
Revenue from Operations
3107.40
652.61
Other Income
69.19
22.10
Total Revenue
3176.59
674.71
Total Expenses
2983.10
646.75
Profit Before Tax
193.49
27.96
Profit After Tax
152.03
27.29
STATE OF COMPANY'S AFFAIRS:
During the year under review, the Revenue from Operation of the Company increased from Rs.652.61lakhs to Rs. 3107.40 lakhs. Pursuant to the increase in sale of the Company the profit of the Companyincreased from Rs. 27.29 lakhs to Rs.152.03 lakhs.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company.
DIVIDEND:
With a view to provide a cushion for any financial contingencies in the future and to strengthen thefinancial position of the Company, your directors have decided not to recommend any dividend forthe period under review.
TRANSFER TO RESERVES:
The profit of the Company for the Financial Year ending on 31st March 2025 is transferred to profitand loss account of the Company under Reserves and Surplus.
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 https://ecofinityatomix.com.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THEFINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial position of the Company.
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 wouldimpact the going concern status of the Company and its future operation.
ALLOTMENT OF SECURITIES ON PREFERENTIAL BASIS:
During the period under review, the company had issued 22,37,500 Equity Shares of Face ValueRs.10 each at an issue prise of Rs. 43.60 per equity share aggregating to Rs. 9,75,55,000 and issued8,75000 Convertible Equity Warrants exercisable to Equity Shares at the issue price of Rs.43.60 perConvertible Equity Warrant upon receipt of upfront payment of 25% of Issue Price aggregatingRs.95,37,500/-. Each Convertible Warrant carries a right to subscribe to 1 (one) equity share of facevalue of Rs.10.00/- each of the Company at a premium of Rs.33.60/- per equity share, any time withina period of 18 months from the date of allotment, in one or more tranches.
DEPOSITS:
During the financial year, your Company has not accepted any amount as Public Deposits within themeaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act,2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
FINANCE:
To meet the funds requirement of working / operational capital your Company utilize the internalaccruals as funds.
CREDIT RATING:
The provisions related to Credit Rating is not applicable to the Company.
DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES
Your Company have any one subsidiary Company as mentioned below. However, the Company doesnot have holding, associate or any joint venture. The details regarding the subsidiary Companymentioned in form AOC-1.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act, 2013 are given in the notes to the Financial Statements.
MERGERS AND ACQUISITIONS:
There were no mergers/acquisitions during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The composition of the Board of Directors of the Company on 31st March 2025 is as under:
i) Directors to retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articlesof Association of your Company, Mr. Jashvantbhai Shankarlal Patel (DIN: 10211877) Directorof the Company, retire by rotation at the ensuing Annual General Meeting and being eligiblehave offered themselves for re-appointment.
The details as required under the provisions of the Companies Act and Listing Regulations areprovided in the Notice convening the ensuing Annual General Meeting.
ii) APPOINTMENT OF DIRECTORS
During the period under review, no new Director has been Appointed or resigned from thecompany.
iii) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the provisions ofSection 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder aswell as Regulation 16 of the Listing Regulations.
The Independent Directors have complied with the Code for Independent Directors prescribedin Schedule IV to the Act.
iv) Key Managerial Personnel (KMP):
Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framedthere under, the following executives have been designated as Key Managerial Personnel(KMP) of the Company.
1. Mr. Prafullchandra Vitthalbhai Patel - Managing Director
2. Ms. Rina Singh - Company Secretary*
3. Mrs. Ila Sunil Trivedi - Chief Finance Officer1
*During the period under review, Mrs. Palak Malviya resigned from post of Company Secretary andCompliance officer w.e.f. 04.03.2024 and thereafter, Ms. Rina Singh appointed as Company Secretaryand Compliance officer w.e.f. 01.06.2024
MEETINGS OF THE BOARD:
The Directors of the Company met at regular intervals at least once in a quarter with the gap betweentwo meetings not exceeding 120 days to take a view of the Company's policies and strategies apartfrom the Board Matters. During the year, Nine Board meetings were convened and held on27.05.2024, 03.06.2024, 06.08.2024, 05.09.2025, 20.09.2024, 30.10.2024, 05.12.2024, 16.12.2024and 14.02.2025respectively, in respect of which meetings proper notices were given and theproceedings were properly recorded and signed.
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under,including any enactment or re-enactment thereon, the Directors hereby confirm that:
a) In the preparation of the Annual Accounts for the year ending on 31st March 2025, the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
b) The Directors selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at 31st March 2025 and of the Profit of the Company for the periodended on 31st March 2025.
c) The Directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors had laid down Internal Financial Controls (IFC') and that such Internal FinancialControls are adequate and operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has conducted familiarization programme for Independent Directors during the year.and posted on the website of the Company at https://ecofinityatomix.com.
BOARD PERFORMANCE EVALUATION:
Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carriedout the annual performance evaluation of its own performance and that of its statutory committee'sViz., Audit Committee, Stakeholder Relationship Committee, Nomination and RemunerationCommittee and also of the individual Directors.
A structured questionnaire was prepared after taking into consideration inputs received from theDirectors, covering various aspects of the Board's functioning such as adequacy of the compositionof the Board and its Committees, Board culture, execution and performance of specific duties,obligations and governance.
A separate exercise was carried out to evaluate the performance of Directors on parameters such aslevel of engagement and contribution, independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The entire Board carried out the performance evaluationof the Independent Directors and also reviewed the performance of the Secretarial Department.
As required under the provisions of the Act and the Listing Regulations, a separate meeting of theIndependent Directors of the Company was held on 14.02.2025 to evaluate the performance of theChairman, Non- Independent Directors and the Board as a whole and also to assess the quality,quantity and timeliness of flow of information between the management of the Company and theBoard.
The Directors expressed their satisfaction with the evaluation process.
REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors, Senior Management and their remuneration.
Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/orCommittee of the Board, approved by the Board of Directors within the overall ceilings prescribedunder the Act and Rules framed thereunder.
All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paidremuneration as mutually agreed between the Company and the Executive Directors within theoverall limits prescribed under the Companies Act, 2013.
In determining the remuneration of the Senior Management Employees, the Nomination andRemuneration Committee ensures / considers the following:
> The remuneration is divided into two components viz. fixed component comprising salaries,perquisites and retirement benefits and a variable component comprising performance bonus.
> The remuneration including annual increment and performance bonus is decided based on thecriticality of the roles and responsibilities, the Company's performance vis-a-vis the annualbudget achievement, individual's performance vis-a-vis Key Result Areas (KRAs) / Keyperformance Indicators (KPIs), industry benchmark and current compensation trends in themarket.
COMMITTEES:
The composition of committees constituted by Board along with changes, if any, forms part of theCorporate Governance Report, which forms part of this Annual report.
I. Audit Committee:
The Company has constituted an Audit Committee as per the requirement of the Companies Act,2013.
During the year under review 5 (Five) meetings were held viz 27.05.2024, 06.08.2024, 05.09.2024,30.10.2024 and 14.02.2025. The Composition and attendance of the Committee s as under:
Sr. No.
Name of Member
Chairman /Member
No. of Meetingsattended
1
Mrs. Kajal Ritesh Soni
Chairman
5
2
Mrs. Sonu Gupta
Member
3
Mr. Hiren Patel
II. Stakeholders Relationship Committee:
The Company has constituted a Stakeholders Relationship Committee in terms of the requirementsof the Companies Act, 2013.
During the year under review 4 (Four) meetings was held viz. 27.05.2024, 06.08.2024, 30.10.2024and 14.02.2025. The Composition and attendance of the Committee is as under:
4
Mr. Jashvantbhai Shankarlal Patel
III. Nomination and Remuneration Committee:
The Company has constituted a Nomination and Remuneration Committee in terms of therequirements of the Companies Act, 2013.
During the year under review two (2) meetings were held viz. 03.06.2024 and 05.12.2024. TheComposition and attendance of the Committee are as under:
Chairman/Member
IV. Risk Management Committee:
The provisions regarding the Risk Management Committee do not apply to the Company.
V. Corporate Social Responsibility Committee:
The provisions of section 135 of the Companies Act, 2013 do not apply to the Company.
AUDITORS AND AUDITORS' REPORT:
Statutory Auditors:
The Notes to the Financial Statements referred to in the Auditors' Report are self-explanatory.
There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of theCompany and therefore do not call for any comments under Section 134 of the Act. The Auditors'Report is attached with the Financial Statements in this Annual Report.
M/s. S N D K & Associates LLP, Chartered Accountants (ICAI Firm Registration No. W100060),Chartered Accountants, have been appointed as Statutory Auditors of the Company for a period of 5years at the 31st Annual General Meeting was held on 30th September, 2023 to hold the office fromconclusion of that meeting until the conclusion of the 36th Annual General Meeting of the Companyto be held in 2028. As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 theAuditors have confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Companyhad engaged the services of M/s. Utkarsh Shah & Co. (Mem. No: F12526, COP: 26241), a firm ofCompany Secretaries in Practice to undertake the Secretarial Audit of the Company for the financialyear ended 31st March 2025. The Secretarial Audit Report in Form No. MR - 3 for the financial yearended 31st March 2025 is annexed to this report as 'Annexure - A'.
There is no observation made by the Secretarial Auditor of the Company.
Internal Auditor:
The Internal Auditor has carried out the internal audit for the reporting period.
Frauds Reported by Auditors
During the year under review, no instance of fraud in the Company was reported by the Auditors.INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has in its place adequate Internal Financial Controls with reference to FinancialStatements. During the year, such controls were tested and no reportable material weakness in thedesign or operation of Internal Finance Control System was observed.
For all amendments to Accounting Standards and the new standards notified, the Company carriesout a detailed analysis and presents the impact on accounting policies, financial results includingrevised disclosures to the Audit Committee. The approach and changes in policies are also validatedby the Statutory Auditors.
Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by theInternal Auditors. Internal Audit observations and corrective action taken by the Management were
presented to the Audit Committee. The status of implementation of the recommendations werereviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.
As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressedtheir views on the adequacy of Internal Financial Control in their Audit Report.
RELATED PARTY TRANSACTIONS (RPT):
All transactions to be entered by the Company with related parties will be in the ordinary course ofbusiness and on an arm's length basis. However, the Company has not entered into any related partytransaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence,Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to theCompany.
Further, in the ensuing Annual General Meeting, your directors have proposed to pass the Specialresolution u/s 188 of the Companies Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism and framed whistle blower policy for Directors andemployees to report concerns about unethical behaviour, actual or suspected fraud or violation ofCompany's Code of Conduct or Ethics Policy.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has always been committed to provide a safe and conducive work environment to itsemployees. Your directors further state that during the year under review there were no cases filedpursuant 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.
PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Companyhas 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 2022¬23. The details regarding the same is enclosed as 'Annexure - B'.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information pertaining to Conservation of Energy, Technology Absorption, Foreign ExchangeEarnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as 'Annexure - C'.
CORPORATE GOVERNANCE:
Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015 the compliance with the corporate governance provisions as specified inregulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and Eof Schedule V are not applicable to the Company. Hence Corporate Governance does not form part ofthis Board's Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of theSEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part ofthis Report, and provides the Company's current working and future outlook as per Annexure-D.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Reportdoes not applicable to the Company.
INSURANCE:
The Company's Plant, Property, Equipment and Stocks are adequately insured under the IndustrialAll Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacementvalue. The scope of coverage, insurance premiums, policy limits and deductibles are in line with thesize of the Company and its nature of business.
ENVIRONMENT:
As a responsible corporate citizen and as company is involved in pharmaceutical business andenvironment safety has been one of the key concerns of the Company. It is the constant endeavourof the Company to strive for compliant of stipulated pollution control norms.
INDUSTRIAL RELATIONS:
The relationship with the workmen and staff remained cordial and harmonious during the year andmanagement received full cooperation from employees.
OTHER DISCLOSURES AND INFORMATION:
(A) Secretarial Standards:
During the year under review, the Company is in Compliance with the Secretarial Standardsissued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2).
The Company has complied with the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India and approved by the Central Government under Section118(10) of the Act.
(B) Annual Listing Fee:
The Company has paid listing fees to BSE Limited.
(C) No One Time Settlement:
There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGMENT:
Your directors thank the various Central and State Government Departments, Organizations andAgencies for the continued help and co-operation extended by them. The Directors also gratefullyacknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks andother business partners for the excellent support received from them during the year.
The Directors place on record unstinted commitment and continued contribution of the Employeeto the Company.
For and on behalf of the Board
Prafullchandra Vitthalbhai PatelChairman and Managing Director(DIN:08376125)
Date: 01.09.2025Place: Ahmedabad
During the period under review, Ms. Manali Mahendrakumar Jadav was appointed as ChiefFinancial Officer w.e.f. 10.08.2024 and resigned dated 30.10.2024. Later, Mrs. Ila Sunil Trivediappointed as Chief Financial Officer w.e.f. 05.12.2024.