Dear Members,
The Board of Directors are pleased to present Thirty First Annual Report along with the
audited financial statements for the financial year ended March 31, 2025.
FINANCIAL RESULTS
The financial performance of the Company on standalone basis for the year ended March
31, 2025 is summarized below:
(Rs. in lacs except per share data)
| Particulars |
2024-25 |
2023-24 |
| Net Total Income |
2820.39 |
1110.12 |
| Less: Operating and Admin. Exps. |
2511.18 |
1504.54 |
| Profit before depreciation and Taxes |
-136.40 |
-394.42 |
| Less: Depreciation |
103.16 |
171.17 |
| Less: Extraordinary/Exceptional Items |
0.00 |
0.00 |
| Net Profit/(Loss) on sale of Fixed Assets |
0.00 |
0.00 |
| Profit before Tax (PBT) |
-239.51 |
-565.59 |
| Less: Taxes (including deferred tax and fringe benefit tax) |
30.10 |
9.46 |
| Profit after Tax (PAT) |
-209.40 |
-575.05 |
| Balance Available for appropriation |
-643.98 |
-434.58 |
| Which the Directors propose to appropriate as under: |
|
|
| (i) Proposed Dividend |
0.00 |
0.00 |
| (ii) Corporate Dividend Tax |
0.00 |
0.00 |
Balance carried to Balance Sheet as Retained Earnings |
-643.98 |
-575.05 |
Earnings per Share (Rs.) |
-5.60 |
-15.37 |
FINANCIAL REVIEW AND HIGHLIGHTS
REVENUE FROM OPERATIONS:
In FY 2025, your Company recorded total revenue from operations of Rs. 2820.39 lacs as
against Rs. 1105.30 lacs lacs in FY 2024.
REPORTED NET PROFIT AFTER TAX / (LOSS) Reported PAT was Rs. (209.40) lacs in FY 2024 as
against Rs. (575.05) lacs in FY 2024.
DIVIDEND
In absence of profit, the Board of Directors of the Company has not declared any
dividend for the year ended March 31, 2025.
CAPITAL STRUCTURE
As on March 31, 2025, the company's authorised share capital was Rs.6,00,00,000/-
(Rupees Six Crores Only) divided into 60,00,000 (Sixty lacs only) equity shares of Rs.10/-
(Rupees Ten only) each.
The Company's paid up capital is Rs.3,74,13,000/- (Rupees Three Crore Seventy four lacs
thirteen thousand Only) divided into 37,41,300 (Thirty Seven Lacs forty one thousand and
three hundred only) equity shares of Rs.10/- (Rupees ten only) each.
There is no change in share capital of the Company during the year.
PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
As on 31st March, 2025, Your Company has Nil Subsidiary/Joint Venture/
Associate Company
LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any Loans, Guarantees or made Investments as at 31st
March, 2025.
LIQUIDITY
The Company has cash and cash equivalents of Rs.9.03 Lacs as on March 31, 2025 to meet
the liquidity requirement.
TERM DEBT
During the FY 2024-25, the Company has availed any fund-based credit facilities of Rs.
840 Lacs and having outstanding liability of Rs.770.35 Lacs as on 31st March,
2025.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Umang Alkesh Gosalia is liable to retire by rotation at the ensuing AGM in
compliance with the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
Association of the Company and being eligible has offered himself for reappointment. The
Independent Directors of Company are not liable to retire by rotation as per provisions of
section 149(13) of the Companies Act, 2013.
All the directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of Section 164 of the Companies Act, 2013. The
Company has received declarations from all the Independent Directors confirming that they
meet the criteria of independence as prescribed under 149(6) of the Companies Act, 2013
read with rules issued there under as well as Regulation 16(1)(b) of the Listing
Regulations (including any statutory modification(s) or re- enactment(s) for the time
being in force). The Board is of the opinion that Independent Directors of the Company
hold highest standards of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors. In terms of Regulation 25(8) of
the Listing Regulations, Independent Directors have confirmed that they are not aware of
any circumstances or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties.
The details of policy on Directors' Appointment, its remuneration including criteria
for determining qualifications, positive attributes, independence of a director and other
matters provided under subsection (3) of section 178; and performance evaluation has been
described in detail in the report on Corporate Governance of the Company which forms and
integral part of the report.
NUMBERS OF MEETINGS OF BOARD
The Board met six times during financial year 2024-25, the details of which are
provided in the Corporate Governance Report. The gap between any two meetings was within
the period prescribed by the Act and the SEBI Listing Regulations.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees as on March 31, 2025:
a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders'
Relationship Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
PERFORMANCE EVALUATION
The Nomination and Remuneration Policy of the Company empowers the Nomination and
Remuneration Committee to formulate a process for evaluating the performance of Individual
Directors, Committees of the Board and the Board as a whole.
In terms of the requirement of the Companies Act, 2013 and the SEBI Listing
Regulations, an annual performance evaluation is undertaken. The details of the evaluation
process, parameters etc. are set out in the Corporate Governance Report which forms a part
of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the
Directors, based on the information and representations received from the Management of
the Company, confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards had been followed and there are no material
departures from the same;
b) they have 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 March 31, 2025 and of the Profit of the company
for that period;
c) they have taken proper and sufficient care to the best of their knowledge and
ability 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and are operating effectively during
the financial year ended March 31, 2025; and
f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating effectively throughout the
financial year ended March 31, 2025.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this report and gives
details of the overall industry structure, economic developments, outlook, operational
performance and state of affairs of your Company.
CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with certificate from the Auditors on its compliance forms an
integral part of this report.
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
M/s. B A Shah S R Mehta & Co., Chartered Accountants (ICAI Firm Registration No.
128796W) ("Existing Auditors") were appointed as statutory auditors of the
Company at Twenty ninth AGM to hold office upto Thirty fourth AGM of the Company to audit
the financial statement from FY 2022-23 to FY 2026-27. They have confirmed that they are
not disqualified from continuing as Auditors of the Company.
The Auditors' Reports for the financial year ended March 31, 2025 on the financial
statements (Standalone and consolidated) of the Company is a part of Annual Report. The
auditors' report contain following qualification.
i) The investments made by the Company, during the year, are not prejudicial to its
interest, except Company has invested sum of Rs. 40 lakhs during the year with Aditya
Birla Sun life Mutual Fund. Investment is in the name of Managing Director Umang A.
Gosalia which is nominated to Namrata U. Gosalia which is in contravene of section 187 (1)
of Companies Act, 2013.
The Management is in procedure of transferring this investment in the Company's name
after following all necessary procedures.
ii) The company has accepted deposits of Rs. 25 lakhs from Relative of Directors and
Hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to
76 or any other relevant provisions of the Act and the Companies (Acceptance of deposit)
Rules, 2015 with regard to the deposits accepted from the relative of Director is
contravening. According to information and explanations provided to us, no order has been
passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or
any court or any other tribunal.
The Management is in procedure of complying with the provisions of the Companies Act,
2013.
Secretarial Auditors
The Report of the Secretarial Auditor for FY25 is annexed herewith as Annexure - B.
The said Secretarial Audit Report does not contains following qualification:
i) The investments made by the Company, during the year, are not prejudicial to its
interest, except Company has invested sum of Rs. 40 lakhs during the year with Aditya
Birla Sun life Mutual Fund. Investment is in the name of Managing Director Umang A.
Gosalia which is nominated to Namrata U. Gosalia which is in contravene of section 187 (1)
of Companies Act, 2013.
The Management is in procedure of transferring this investment in the Company's name
after following all necessary procedures.
ii) The company has accepted deposits of Rs. 25 lakhs from Relative of Directors and
Hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to
76 or any other relevant provisions of the Act and the Companies (Acceptance of deposit)
Rules, 2015 with regard to the deposits accepted from the relative of Director is
contravening. According to information and explanations provided to us, no order has been
passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or
any court or any other tribunal.
The Management is in procedure of complying with the provisions of the Companies Act,
2013.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI
Listing Regulations, the Board has based on the recommendation of Audit Committee approved
appointment of Mr. Samsad Alam Khan (Membership No. F13629, CP No.13972), a peer reviewed
Company Secretaries in Practice as Secretarial Auditors of the Company for a period of
five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the
Shareholders of the Company at the ensuing AGM.
The Company is not required to get its cost records audited for the financial year
2024-25.
The Board has appointed M/s B A Shah Associates as Internal Auditors of the Company for
the period of two years up to FY 24-25 under Section 138 of the Companies Act, 2013 as per
the scope provided by the Board.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee or Central Government under section 143(12) of the Companies Act,
2013, details of which needs to be mentioned in this Report.
INTERNAL FINANCIAL CONTROLS
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
RELATED PARTY TRANSACTIONS
All transactions entered with related parties for the financial year 2024-25 were on
arm's length basis and in the ordinary course of business and that the provisions of
Section 188(1) of the Companies Act, 2013 and the Rules made thereunder, disclosure in
Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is set out in Annexure-A.
Further, there is no material transaction with any related party during the year under
review. The Company complies with the policy on related party transactions while
identification and monitoring it.
All transactions with related parties were reviewed and approved by the Audit Committee
and are in accordance with the Policy on Related Party Transactions formulated by the
Company. There are no materially significant related party transactions that may have
potential conflict with interest of the Company at large.
All related party transactions are placed before the Audit Committee as also to the
Board for review and approval. Omnibus approval of the Audit Committee was obtained for
transactions which are of repetitive nature. Transactions entered into pursuant to omnibus
approval are reviewed by Audit Committee and a statement giving details of all related
party transactions are placed before the Audit Committee and the Board for review on a
quarterly basis. The Company regularly makes necessary modifications to the said policy in
line with the amendments as introduced in the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from time to time.
ANNUAL RETURN
The Companies (Management and Administration) Amendment Rules, 2020 has done away the
requirement of attaching extract of Annual Return in Form MGT-9 to Board's Report. The
annual return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the website of the Company at https://parmaxpharma.com/annualreports.aspx
EMPLOYEE AND RELATED DISCLOSURES
The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013
and Regulation 19 of the Listing Regulations (including any statutory modification(s) or
re-enactment(s) for the time being in force).
As per the provisions of Section 136(1) of the Act and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and
Financial Statements are being sent to the Members of the Company excluding the statement
of particulars of employees under Rule 5(2) of the Rules. Any Member interested in
obtaining a copy of the said statement may write to the Company Secretary at the
Registered Office of the Company
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-C.
CORPORATE SOCIAL RESPONSIBILITY
This clause is not applicable.
MATERIAL CHANGES:
There was a fire incident in the factory during FY 2023-24 which caused significant
damage in the manufacturing plant. However, the company has already started the process
for filing the insurance claim to cover the said damage. There are no other material
changes and commitments that would affect the financial position of the company from the
end of the financial year of the company to which the financial statements relate and the
date of the directors report.
CORPORATE GOVERNANCE:
The Company is dedicated to enhancing stakeholder value through the rigorous
application of good Corporate Governance principles, in accordance with legal requirements
and the stipulations outlined in the Listing Regulations. Our objective, shared by the
management and employees, is to manufacture and market our products in a manner that
generates long-term, sustainable value for consumers, shareholders, employees, business
partners, and the broader national economy. In support of this commitment, we have
obtained a certificate from the Company's auditors confirming compliance with the
Corporate Governance conditions set forth in the Listing Regulations. This certificate is
enclosed for your review.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide
appropriate avenues to the Directors and employees to bring to the attention of the
management any issue which is perceived to be in violation of or in conflict with the
Internal Rules/ Code of Conduct of the Company. The details of the same have been
described in more depth in Corporate Governance Report.
The Company has established system for reporting, investigation and suitable action in
line with the whistle blower policy. The whistle blower Policy is also available on
Company's website at weblink: https://parmaxpharma.com/annualreports.aspx
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The particulars of conservation of energy, research and development, technology
absorption and foreign exchange earnings and outgo in terms of Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the year ended
March 31, 2025 are annexed to this report as Annexure-D.
SECRETARIAL STANDARDS OF ICSI
During the financial year under review, the Company has complied with the applicable
provisions of the Secretarial Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
INDIAN ACCOUNTING STANDARDS
The Company adopted Indian Accounting Standards (Ind AS) from April 1, 2017.
Accordingly, the financial statements have been prepared in compliance with Ind AS as per
the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under
section 133 of the Act and other relevant provisions of the Act. In the preparation of
financial statements, no treatment which is different from that prescribed in an
Accounting Standard has been followed.
OTHER DISCLOSURES
Few statutory disclosures the Company is required to do are as under:
? The Board of Director of the Company has not proposed any amount for transfer to the
reserve for the financial year ended March 31, 2025.
? The Company has not paid any commission to any of its Directors and hence, provision
of disclosure of commission paid to any Director as mentioned in Section 197(14) is not
applicable.
? The Managing Director of the Company has not received any remuneration or commission
from any of Company's subsidiaries.
? There has been no instance of any revision in the Board's Report or the financial
statement under Section 131(1) of the Act.
? During the year under review, there were no complaints/ cases filed/ pending/
disposed-off pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Company has complied with the provisions
relating to the constitution of Internal Complaints Committee and other provisions under
the said Act.
? The Company has complied with the Maternity Benefit Act, 1961 and all eligible women
employees are granted paid maternity leave as per the Act.
? No application made or any proceeding is pending under the Insolvency and Bankruptcy
Code, 2016 during the financial year ended March 31, 2025.
? No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
? There have been no material changes/ commitments, affecting the financial position of
the company which have occurred between end of the financial year of the company to which
the financial statements relate and the date of the report. There has been no changes in
nature of business of the Company.
? All the recommendations made by the Audit Committee were accepted by the Board of
Directors.
? The Company does not have any scheme or provision of money for the purchase of its
own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.
? The details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof Not Applicable
APPRECIATION
Your Directors wish to convey their gratitude and place on record their appreciation
for all the employees at all levels for their hard work, solidarity, cooperation and
dedication during the year.
Your Directors sincerely convey their appreciation to dealers, shareholders, vendors,
bankers, business associates, regulatory and government authorities for their continued
support.
For and on behalf of the Board of |
Parmax Pharma Limited |
Umang Gosalia |
Managing Director |
DIN: 05153830 |
| Place: Rajkot |
| Date: August 14, 2025 |
|