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Kashyap Tele-Medicines Ltd.

BSE: 531960 Sector: IT
NSE: N.A. ISIN Code: INE108B01029
BSE 00:00 | 03 Mar Kashyap Tele-Medicines Ltd
NSE 05:30 | 01 Jan Kashyap Tele-Medicines Ltd
OPEN 0.68
PREVIOUS CLOSE 0.68
VOLUME 11800
52-Week high 0.68
52-Week low 0.00
P/E 68.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.68
Sell Qty 200.00
OPEN 0.68
CLOSE 0.68
VOLUME 11800
52-Week high 0.68
52-Week low 0.00
P/E 68.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.68
Sell Qty 200.00

Kashyap Tele-Medicines Ltd. (KASHYAPTELEMED) - Director Report

Company director report

To

The Members

Kashyap Tele - Medicines Limited

Your Directors have pleasure in presenting the 24th Annual Report of theCompany together with the Audited Financial Statements and the Auditors’ Reportthereon for the Financial Year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS:

The summary of the financial results for the year is given below:

(Amount in Rs)

Particulars 31st March 2018 31st March 2017
Revenue from Operations 1800000 1545000
Other Income 11340 9450
Total Revenue 1811340 1554450
Expenditure:
Changes in inventories of 3nished goods work-in progress and Stock – in Trade 0 0
Employee bene3t expense 627156 511492
Depreciation and Amortization Expenses 0 0
Other Expenses 691101 580313
Total Expenses 1318257 1091805
Profit Before Tax 493083 462645
Tax Expenses:
(1) Current Tax 93957 88157
(2) Deferred Tax 0 0
Profit/ (Loss) for the period 399126 374488
Earning per Equity Share of the Face Value of Rs1/- each Basic & Diluted in (Rs) 0.01 0.01

2. HIGHLIGHTS OF PERFORMANCE:

The Total Income of the Company has been increased to Rs1811340 in theFinancial Year 2017-18 from Rs1554450 in Previous Year 2016-17 at a growth rateof 16.53%. The total expense of the Company is Rs1318257 in Financial Year2017-18 as compared to Rs1091805 in Previous Year 2016-17 at a rate of 20.74%.The Profit of the Company has increased to Rs399126 as compared to the Profit of Rs374488in the Previous Year 2016-17 at a growth rate of 6.58%.

3. DIVIDEND:

Due to inadequate Profit your directors are not in a position to recommend any dividendfor the financial year ended 31st March 2018.

The Dividend Distribution Policy as per Regulation 43A of the Listing Regulations isnot applicable to the Company as the Company does not fall under top 500 listed Companieson the basis of market capitalization.

4. NON APPLICABILITY OF BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as per Regulation 34(2) of the Listing Regulationsis not applicable to the Company as the Company does not fall under top 100 listedCompanies on the basis of market capitalization.

5. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS):

Pursuant to the noti3cation dated 16th February 2015 issued by the Ministryof Corporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") noti3ed under the Companies (Indian Accounting Standards) Rules 2015 prescribedunder Section 133 of the Companies Act 2013 (as amended from time to time) with effectfrom 1st April 2017 and the Financial Statement for the financial year 2017-18are prepared in accordance with Ind AS.

6. SHARE CAPITAL: a) Authorised Share Capital

There was no change in the Authorised Capital of the Company during the financial year2017-18. The Authorised

Share Capital of the Company as at 31st March 2018 stood at Rs150000000.

b) Issue Share Capital

The Issued Share Capital of the Company as at 31st March 2018 stood at Rs50000000.During the year under review the Company has not issued shares with di3erential votingrights nor has granted any stock options or sweat equity. As on 31st March2018 none of the Directors of the Company hold any instruments convertible into equityshares of the Company.

c) Subscribed and Paid up Share Capital

The Subscribed and Paid up Share Capital of the Company as at 31stMarch2018 stood at Rs47722000.

7. AMOUNTS TRANSFERRED TO RESERVES:

No amount has been transferred to General Reserve.

8. INFORMATION ABOUT SUBSIDIARY / JV / ASSOCIATE COMPANY:

The Company does not have any Associate/Subsidiary/JV Company.

The Company is an Associate Company of M/s. Jindal Worldwide Limited and M/s. AmitaraIndustries Limited having a stake of 31.25% and 25.94% respectively in your company’sequity share capital.

9. EXTRACT OF THE ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT 2013:

The details forming part of the extract of the Annual Return in Form MGT- 9 is annexedherewith as Annexure-A.

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the prescribed formatand annexed as Annexure B to this Directors’ Report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during financial year 2017-18.

11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR

EDUCTION AND PROTECTION FUND (IEPF):

Since there was no Dividend declared in past years the provisions of Section 125 ofthe Companies Act 2013 are not applicable to the Company.

12. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year.Further there were no material changes and commitments between the end of the financialyear of the Company to which the Financial Statements relates and date of Directors’Report a3ecting the financial position of the Company.

13. MEETINGS OF THE BOARD:

The Board of Directors of the Company met 7 (Seven) times on 6th May 201729th May 2017 6th July 2017 12th August 2017 14thSeptember 2017 13th December 2017 and 13th February 2018.The maximum gap between any two Board Meetings was less than one hundred and twenty days.All material information was circulated to the directors before the meeting or placed atthe meeting including minimum information required to be made available to the Board asprescribed under Part A of Schedule II of sub-regulation 7 of Regulation 17 of the ListingRegulations.

Name of Director Category Attandance of Meeting of Board of Directos held on
6th May 2017 29th May 2017 6th July 2017 12th August 2017 14th September 2017 13th December 2017 13th February 2018
Mr. Amit Agrawal Managing Director Yes Yes Yes Yes Yes Yes Yes
Mr. Dinesh Jain Non Executive Leave of Absence Yes Leave of Absence Yes Leave of Absence Leave of Absence Yes
Non Independent Director
Mr. Sanjeev Agrawal* Non Executive Non Yes Leave of Yes N.A. N.A. N.A. N.A.
Independent Director Absence
Mr. Girwarsingh Shekhawat Independent Director Yes Yes Leave of Absence Yes Yes Yes Leave of Absence
Mr. Ravindra Joshi* Independent Director Leave of Absence Yes Yes N.A. N.A. N.A. N.A.
Ms. Surabhi Agrawal Independent Director Yes Yes Yes Yes Yes Yes Yes
Ms. Amrita Khetan# Non Executive Non N.A. N.A. N.A. Leave of Yes Yes Yes
Independent Director Absence
Mr. Devkinandan Sharma# Independent Director N.A. N.A. N.A. Leave of Yes Yes Yes
Absence

*Resigned from the Director of the Company w.e.f. 02nd August 2017. #Appointedas a Director of the Company w.e.f. 12th August 2017.

14. BOARD OF DIRECTORS:

In Accordance with the Provision of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Ms. Amrita Khetan Director of the Company willretire by rotation and being eligible o3er herself for re3appointment at the ensuingAnnual General Meeting.

The following are the changes in the Composition of Board of Directors of the Companyduring the financial year 2017-18:

Sr. No. Name of the Director Category Appointment / Cessation Date of Appointment/ Cessation
1. Mr. Sanjeev Agrawal Non Executive Non Independent Director Cessation 2nd August 2017
2 Mr. Ravindra Joshi Independent Director Cessation 2nd August 2017
3 Mr. Devkinandan Sharma Independent Director Appointment 12thAugust 2017
4 Ms. Amrita Khetan Non Executive Non Independent Director Appointment 12thAugust 2017

All the Directors of the Company have con3rmed that they are not disquali3ed from beingappointed as directors in terms of Section 164 of the Companies Act 2013.

15. KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (asamended from time to time) the following are the Key Managerial Personnel of the Company:

1. Mr. Amit Agrawal: Managing Director;

2. Mr. Dinesh Jain: Chief Financial Officer (w.e.f. 19th May 2018);

3. Ms. Shefali Singh: Company Secretary & Compliance Officer (w.e.f. 1stMarch 2016 to 7th May 2017);

4. Mr. Dhruvil Shah: Company Secretary & Compliance Officer (w.e.f. 6thJuly 2017 to 25th June 2018);

5. Ms. Prerna Kakkar: Company Secretary & Compliance Officer (w.e.f. 25thJune 2018 to till date).

Ms. Shifali Singh resigned as Company Secretary & Compliance Officer - KMP of theCompany w.e.f. 7th May 2017. Subsequently Mr. Dhruvil Shah appointed as aCompany Secretary & Compliance Officer - KMP of the Company w.e.f. 6thJuly 2017. He further resigned on 25th June 2018 the Directors placed onrecord their appreciation for the contribution made by the resigining Company Secretariesduring their tenure. Thereafter Ms. Prerna Kakkar has appointed as a Company Secretary& Compliance Officer - KMP of the Company w.e.f. 25th June 2018. The Boardof Director at its meeting held on 19th May 2018 has appointed Mr. Dinesh Jainas a Chief Financial Officer – KMP of the Company w.e.f. 19th May 2018.

16. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each of the Independent Directorsunder Section 149(7) of the Companies Act 2013 read with relevant Rules that they meetthe criteria of independence laid down in Section 149(6) of the Companies Act 2013 andRegulations 16(1)(b) & 25 of the Listing Regulations. Further the said declarationsare placed before the Board and the Board is of the similar opinion as declared by theIndependent Directors.

17. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT

PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to Section 178(3) of the Companies Act 2013. Thephilosophy for remuneration of Directors Key Managerial Personnel and all other employeesof the Company is based on the commitment of fostering a culture of leadership with trust.The Remuneration Policy of the Company is aligned to this philosophy. It is a3rmed thatthe remuneration paid to Directors Key Managerial Personnel and all other employees is asper the Remuneration Policy of the Company.

18. AUDITORS:

(a) Statutory Auditors and Auditor’s Report:

As per the provisions of Sections 139 142 and all other applicable provisions of theCompanies Act 2013 at the 23rd Annual General Meeting of the Company held on18th September 2017 the Members of the Company had appointed M/s. Saremal& Company Chartered Accountants (Firm Registration No. 109281W) as StatutoryAuditors of the Company to hold the o3ce for a term of 5 (five) years from the conclusionof 23rd Annual General Meeting till the conclusion of the 28thAnnual General Meeting to be held in the year 2022.

Further the Ministry of Corporate Affairs (MCA) vide noti3cation dated 7th May2018 has done away with the requirement of rati3cation of appointment of StatutoryAuditors at every Annual General Meeting as per the first proviso of Section 139 of theCompanies Act 2013 and the Companies (Audit and Auditors) Amendment Rules 2018.Accordingly the Company is not required to pass any resolution pertaining to rati3cationof the appointment of Statutory Auditors in the Annual General Meeting and thus the saidagenda does not forms the part of the notice to the said Annual General Meeting.

The Statutory Auditors’ report annexed to the financial statement for thefinancial year 2017-18 does not contain any quali3cation reservation or adverse remarkand is self-explanatory and unmodi3ed and thus does not require any further clari3cations/comments.

(b) Secretarial Auditors:

The Secretarial Audit was carried out by M/s. SPANJ & Associates PracticingCompany Secretaries Ahmedabad for the financial year 2017-18. The Report given by theSecretarial Auditors is annexed as Annexure - C and forms an integral part of thisBoard’s Report. There has been no quali3cation reservation or adverse remark ordisclaimer in their Report.

Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsin its board meeting held on 19th May 2018 has appointed M/s. SPANJ &Associates Practicing Company Secretaries Ahmedabad as the Secretarial Auditors of theCompany for the Financial Year 2018-19. Further the Company has received the consentletter regarding such appointment and this is in accordance with the applicable provisionsof the Companies Act and rules framed there under.

(c) Internal Auditors:

The Board of Directors has appointed M/s. Jagdish Verma & Co. CharteredAccountants Ahmedabad (FRN: 103837W) as Internal Auditors of the Company for theFinancial Year 2018-19 in their Board Meeting held on 19th May 2018.

As regards the comments made in the Auditor’s Report the Board is of the opinionthat they are self-explanatory and does not warrant further clari3cation.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186:

The details of Loans Guarantee and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

As per requirements of Regulation 34 of Listing Regulations the Management’sDiscussion and Analysis of the financial condition and results of operations of theCompany is annexed as Annexure-D to this report.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013:

All transactions with related parties were in the ordinary course of business and onarm’s length basis. The Company has not entered into any transaction of a materialnature with any of the related parties which are in con3ict with the interest of theCompany.

The details of related party transactions are disclosed in Note No. 29 attached to andforming part of the accounts.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO: (A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134 (3) (m) of theCompanies Act 2013 in respect of conservation of energy and technology absorption havenot been furnished considering the nature of activities undertaken by the Company duringthe year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

23. REPORT ON RISK MANAGEMENT POLICY:

The Company has laid down a Risk Management Policy and identi3ed threat of such eventswhich if occurs will adversely a3ect either/or value to shareholders ability of Companyto achieve objectives ability to implement business strategies the manner in which theCompany operates and reputation as "Risks". Further such Risks are categorizedin to Strategic Risks Operating Risks & Regulatory Risks. A detailed exercise iscarried out to identify evaluate manage and monitoring all the three types of risks.

24. FIXED DEPOSITS:

During the period under report the Company has not accepted any deposits from thepublic falling within the purview of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.

25. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of Executive and Non-Executive Directors of the Company as per Section 178 ofthe Companies Act 2013 and as per Regulation 19 of the Listing Regulations. The Board ofDirectors carried out an annual evaluation of its own performance and performance of theChairman Board Committees and Individual Directors pursuant to the provisions of theCompanies Act 2013.

The Board along with the Nomination and Remuneration developed and adopted thecriteria and framework for the evaluation of each of the Directors and of the Board andits Committees. The evaluation was then conducted as per the approved process. TheChairman of the Committee also had interactions with each of the Directors and soughttheir feedback and suggestions on the overall Board Effectiveness and Directorsperformance.

In addition pursuant to the provisions of Schedule IV to the Companies Act 2013 theIndependent Directors reviewed the performance of the Non-Independent Directors and of theBoard as a whole performance of the Chairman of the Board taking into account the viewsof all the Directors and the quality quantity and timeliness of flow of informationbetween the Company management and the Board and its su3ciency for the Board toeffectively perform its duties.

Separate meeting of Independent Directors of the Company was held on 13thDecember 2017 and it reviewed the performance of Non-Independent Directors & theBoard as a whole and also reviewed the performance of Chairman of the Company. The samewas discussed in the board meeting that followed the meeting of the Independent Directorsat which the performance of the Board its committees and individual

Directors was also discussed in detail and the members recorded their satisfaction.

26. COMMITTES OF THE BOARD:

The Company’s Board has the following Committees:

I. Audit Committee

II. Stakeholders Relationship Committee

III. Nomination & Remuneration Committee

I. AUDIT COMMITTEE:

The powers role and terms of reference of the Audit Committee covers the areas ascontemplated under Section 177 of the Companies Act 2013 and Regulation 18 of ListingRegulations as applicable besides other terms as referred by the Board of Directors.

During the year the Audit Committee met four times on 29th May 2017 14thSeptember 2017 13th December 2017 and 13th February 2018. Themaximum gap between any two meetings was less than one hundred and twenty days.

Name of Members Designation Category

Attendance at the Audit Committee Meetings Held on

29th May 2017 14th September 2017 13th December 2017 13th February 2018
Ms. Surabhi Agrawal Chairperson Independent Director Yes Yes Yes Yes
Mr. Girwarsingh Shekhawat Member Independent Director Yes Yes Yes Yes
Mr. Dinesh Jain Member Non-Executive Non-Independent Director Yes Leave of Absence Leave of Absence Yes

TERMS OF REFERENCE OF AUDIT COMMITTEE:

1. Oversight of the company’s financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;

2. Recommendation for appointment remuneration and terms of appointment of auditors ofthe Company;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Reviewing with the management the annual financial statements and auditor’sreport thereon before submission to the board for approval with particular reference to:a. Matters required to be included in the Director’s Responsibility Statement to beincluded in the Board’s report in terms of clause (c) of sub3section 3 of Section 134of the Companies Act 2013 b. Changes if any in accounting policies and practices andreasons for the same c. Major accounting entries involving estimates based on the exerciseof judgment by management d. Significant adjustments made in the financial statementsarising out of audit 3ndings e. Compliance with listing and other legal requirementsrelating to financial statements f. Disclosure of any related party transactions g.Qualifications in the draft audit report

5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the o3er document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;

7. Review and monitor the auditor’s independence and performance andeffectiveness of audit process;

8. Approval or any subsequent modi3cation of transactions of the Company with relatedparties;

9. Scrutiny of inter3corporate loans and investments; 10. Valuation of undertakings orassets of the Company wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems; 12.Reviewing with the management performance of statutory and internal auditors adequacyof the internal control systems; 13. Reviewing the adequacy of internal audit function ifany including the structure of the internal audit department sta3ng and seniority of theo3cial heading the department reporting structure coverage and frequency of internalaudit; 14. Discussion with internal auditors of any significant

3ndings and follow up there on;

15. Reviewing the 3ndings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board; 16. Discussion withstatutory auditors before the audit commences about the nature and scope of audit as wellas post3audit discussion to ascertain any area of concern; 17. To look into the reasonsfor substantial defaults in the payment to the depositors debenture holders shareholders(in case of non3payment of declared dividends) and creditors; 18. To review thefunctioning of the Whistle Blower

Mechanism;

19. Approval of appointment of CFO (i.e. the Whole3 time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate; 20. Reviewing theManagement letters/ letters of Internal

Control weaknesses issued by Statutory Auditor; 21. Review of Management Discussion andAnalysis of

financial condition and results of operations;

22. Review of Statement of significant related party transactions (as defined by theAudit Committee) submitted by management; 23. Review of Management letters / letters ofinternal control weaknesses issued by the statutory auditors; 24. Review of Internal auditreports relating to internal control weaknesses; 25. Review of appointment removal andterms of remuneration of the Chief internal auditor; and 26. Carrying out any otherfunction as may be required in pursuance of the decision of the Board of Directors of theCompany or any provision under the Companies Act or SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 or any other applicable law.

II. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee of the Company is constituted in line with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of the ListingRegulations. The Board has constituted Stakeholders’ Relationship Committee Interalia to consider and review the complaints received from shareholders like transfer ofshares non- receipt of balance sheet etc.

The Committee met two times during the financial year on 12th August 2017and 13th February 2018. The composition of the Committee as well as theparticulars of attendance at the Committee meetings are given below:

Name of Members Designation Category Attendance at the Stakeholders
Relationship Committee Meetings Held on
12th August 2017 13th February 2018
Mr. Girwarsingh Shekhawat Chairperson Independent Director v v
Mr. Amit Agrawal Member Executive Director v v
Mr. Dinesh Jain Member Non-Executive v v
Non-Independent Director

TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

To allot the Equity Shares of the Company and to supervise and ensure:

1. To attend to requests from the shareholders for transfer / transmission of sharesand all matters incidental or related thereto;

2. To attend to matters relating dematerialization / rematerialisation of shares /other securities and all matters incidental or related thereto;

3. To advise the Board on matters incidental or relating to issue of Bonus Shares &Rights Shares etc.;

4. To consider and resolve grievances of the security holders of the Company includingcomplaints related to the transfer of shares non3receipt of annual report and non3receiptof declared dividends;

5. To investigate complaints relating to allotment of shares approval of transfer ortransmission of shares or any other securities;

6. To attend to issue of duplicate certi3cates and new certi3cates on split /consolidation / renewal;

7. To attend to matters relating to compliance with the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and other statutory requirements concerning theinterests of holders of shares and other securities; and

8. To carry out any other function as may be required in pursuance of the decision ofthe Board of Directors of the Company or any provision under the Companies Act or SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 or any otherapplicable law.

III. NOMINATION AND REMUNERATION COMMITTEE AND POLICY THEREON:

The Nomination and Remuneration Committee of the Company is constituted in alignmentwith the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of theListing Regulations and terms of reference including role & powers of the Committeeas referred by the Board of Directors.

During the financial year 2017-18 the Nomination and Remuneration Committee wasre-constituted and Mr. Dinesh Jain Non-Executive Non-Independent Director was appointedas Member of Nomination and Remuneration Committee in place of Mr. Ravindra Joshi whoretired as a Director with effect from 2nd August 2017.

During the financial year the Nomination and Remuneration Committee met five times on6th May 2017 29th May 2017 6th July 2017 12thAugust 2017 and 13th February 2018.

Name of Members Designation Category

Attendance at the Nomination and

Remuneration Committee Meeting Held on

6th May 29th May 6th July 12th August 13th February
2017 2017 2017 2017 2018
Ms. Surabhi Agrawal Chairperson Independent Director
Mr. Ravindra Joshi* Member Independent Director N.A. N.A.
Mr. Girwarsingh Shekhawat Member Independent Director Leave of Absence
Mr. Dinesh Jain# Member Non-Executive Non-Independent Director N.A. N.A. N.A.
Mr. Devkinandan Sharma$ Member Independent Director N.A. N.A. N.A. Leave of Absence

* Resigned w.e.f. 2nd August 2017

#Appointed as committee member w.e.f. 2nd August 2017 $Appointedas committee member w.e.f. 12th August 2017 and resigned w.e.f 14thFebruary 2018

TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

1. Formulating the criteria for determining qualifications positive attributes andindependence of a director and recommending to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

2. Formulating of criteria for evaluation of performance of the independent directorsand the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who qualify to become directors and who may be appointed insenior management in accordance with the criteria laid down recommending to the Boardtheir appointment and removal;

5. Determining whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent directors;

6. Analyzing monitoring and reviewing various human resource and compensation matters;and

7. Determining the company‘s policy on specific remuneration packages forexecutive directors including pension rights and any compensation payment and determiningremuneration packages of such directors.

Policy for selection and appointment of Directors and Key Managerial Personnel andtheir remuneration

The Nomination and Remuneration Committee (NRC) has adopted a Charter which interalia deals with the manner of selection of Board of Directors and Key ManagerialPersonnel and their remuneration.

A. Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity quali3cation expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

2. A person should possess adequate quali3cation expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether quali3cation expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of 70 years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justi3cation for extension _ ofappointment beyond 70 years.

Term / Tenure:

1. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

An Independent Director shall hold o3ce for a term up to five consecutive years onthe Board of the Company and will be eligible for reappointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.No Independent Director shall hold o3ce for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for five years or more in the Company as on 1stOctober 2014 or such other date as may be determined by the Committee as per regulatoryrequirement he / she shall be eligible for appointment for one more term of five yearsonly. - At the time of appointment of Independent Director it should be ensured that nosuch

Director should serve as an Independent Director in more than seven listed entitiesfurther any Director who is serving as a Whole-time Director in any listed entity shallserve as an Independent Director in not more than 3 listed entities.

During the year under review the Committee shall carry out evaluation of performanceof every Director KMP and Senior Management Personnel.

Due to reasons for any disquali3cation mentioned in the Companies Act 2013 rules madethere under the Committee may recommend to the Board with reasons recorded in writingremoval of a Director KMP or Senior Management Personnel subject to the provisions andcompliance of the said Act rules and regulations.

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebene3t of the Company.

B. Remuneration Policy

1. The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company and as per the provisions of the Companies Act 2013 and therules made there under.

3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director. Increments are effective from 1st Aprilunless otherwise decided by the board.

4. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer

Chief Financial Officer the Company Secretary and any other employees for indemnifyingthem against any liability the premium paid on such insurance shall not be treated aspart of the remuneration payable to any such personnel. Provided that if such person isproved to be guilty the premium paid on such insurance shall be treated as part of theremuneration.

Director KMP and Senior Management Personnel:

1. Fixed pay:

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee or as per the terms and conditions of appointment letter as approved by theBoard. The breakup of the pay scale and quantum of perquisites including employer’scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board on the recommendation of the Committee and approved by theshareholders and Central Government wherever required.

2. Minimum Remuneration:

If in any financial year the Company has no Profits or its Profits are inadequatethe Company shall pay remuneration to its Managing Director and Whole-time Directors inaccordance with the provisions of Schedule V of the Companies Act 2013 and approved bythe Board of Directors and if it is not able to comply with such provisions with theprevious approval of the Central Government.

3. Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

1. Remuneration / Commission:

The remuneration / commission shall be 3xed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Companies Act 2013 and the rulesmade there under.

2. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed One Lakh Rupees per meeting of the Board or Committee or such amount asmay be prescribed by the Central Government from time to time.

3. Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the Profits of the Company computed as per the applicableprovisions of the Companies Act 2013.

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a well established Vigil Mechanism/ Whistle Blower Policy for providinga formal mechanism for all employees of the Company to approach Chairman of the AuditCommittee of the Company and make protective disclosures about the unethical behavioractual or suspected fraud and violation of the Company’s Code of Conduct and BusinessEthics. Under the Policy each employee of the Company has an assured access to theChairman of the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy is displayedon the website of the Company i.e. www.kashyaptele-medicines.com.

28. INTERNAL CONTROL SYSTEMS:

The Company has an effective Internal Control System in place to ensure reliability offinancial reporting orderly and e3cient conduct of business compliance with policiesprocedures safeguarding of assets and economical and e3cient use of resources.Appropriate review and control mechanisms are built in place to ensure that such controlsystems are adequate and operate effectively.

The Company has devised systems to ensure compliance with the provisions of allapplicable laws to the Company. During the year under review the Audit Committee theStatutory Auditors and top management of the Company has ensured and reviewed the adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company. Significant Audit observations andcorrective actions if any thereon were presented before the Board for their review.

29. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not falling under the criteria as mentioned in Section 135 of theCompanies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules2014. Hence provision of Corporate Social Responsibility is not applicable to theCompany.

30. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulations 15 and 34(3) read with Schedule V of Listing Regulations aReport on Corporate Governance is not applicable to the Company for the financial year2017-18 as the paid up equity share capital and net worth of the Company does not exceed Rs10crore and Rs25 crore respectively as on the last day of previous financial yearended on 31st March 2017.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

The BSE Limited (BSE) wide its letter dated 27th February 2015 trading insecurities of the Company have been suspended due to various reasons w.e.f. 4thMarch 2015. The management of the Company had promptly initiated contact with BSE o3cialin the said matter and various representations has been made to BSE in regards torevocation of suspension. The revocation of suspension is under process and expected to becompleted within this year.

No other significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company’s operations in Future.

32. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place policy on Prevention Prohibition and Redressal of SexualHarassment for women at workplace in accordance with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Thepolicy has set guidelines on the redressal and enquiry process that is to be followed bycomplainants whilst dealing with issues related to sexual harassment at the work place.During the year the Company neither has received any complaints nor has pending anycomplaints under the said act.

33. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Sections 134(3)(c) and 134(5) of the Companies Act in relation tofinancial statements of the Company for the year ended 31st March 2018 theBoard of Directors states that:3 a) in the preparation of the annual accounts for thefinancial year ended 31st March 2018 the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; b) thedirectors had 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 viewof the state of affairs of the Company at the end of the financial year and of the Profitand loss of the Company for that period; c) the Directors had taken proper and suficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; d) the Directors had prepared the annual accounts on agoing concern basis; e) the proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; and f) the Directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

34. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 531960. The annual listing fee for the financial year 2018-19 has been paid to BSELimited.

35. NON APPLICABILITY OF GOODS AND SERVICE TAX (GST):

As per the Central Governments guidelines Goods and Service Tax (GST) has becomeeffective w.e.f. 1st July 2017. In this regards as on date the Company hasnot falls under the threshold limits (i.e. Turnover in a financial year exceeds Rs20lacs) of mandatory GST registration.

36. ELECTRONIC CONNECTIVITY WITH DEPOSITORIES:

The Shareholders are hereby informed that the Electronic Connectivity with Depositoriesi.e. NSDL and CDSL has become effective as follows:

Name of Depository Effective date
National Securities Depository Limited 11th August 2017
(NSDL)
Central Depository Services (India) Limited 10th April 2017
(CDSL)

37. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the steadfast commitmentand highly motivated performance by employees. Your Directors also sincerely thank all theStakeholders Business Partners Government & other Statutory Bodies Banks FinancialInstitutions Analysts and Shareholders for their continued assistance cooperation andsupport.

On behalf of Board of Directors
For Kashyap Tele-Medicines Limited
Sd/-
Amit Agrawal
Date : 10th July 2018 Managing Director
Place : Ahmedabad DIN: 00169061