You are here » Home » Companies » Company Overview » Medi Caps Ltd

Medi Caps Ltd.

BSE: 523144 Sector: Others
NSE: MEDICAPS ISIN Code: INE442D01010
BSE 00:00 | 18 Feb 10.12 0.76
(8.12%)
OPEN

9.17

HIGH

10.29

LOW

9.17

NSE 05:30 | 01 Jan Medi Caps Ltd
OPEN 9.17
PREVIOUS CLOSE 9.36
VOLUME 2826
52-Week high 20.40
52-Week low 9.00
P/E
Mkt Cap.(Rs cr) 13
Buy Price 9.54
Buy Qty 50.00
Sell Price 10.25
Sell Qty 200.00
OPEN 9.17
CLOSE 9.36
VOLUME 2826
52-Week high 20.40
52-Week low 9.00
P/E
Mkt Cap.(Rs cr) 13
Buy Price 9.54
Buy Qty 50.00
Sell Price 10.25
Sell Qty 200.00

Medi Caps Ltd. (MEDICAPS) - Director Report

Company director report

To

The Members

Medi-Caps Limited

Your Directors have pleasure in presenting their 36th Annual Report ofMedi-Caps Limited together with the Standalone and Consolidated Audited FinancialStatements for the year ended 31slMarch 2019.The Consolidated performanceof the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The following table shows the operational results of the company for the financial year2018-19 as compared to that of previous year:

Particulars

Standalone

Consolidated

31.03.2019 31.03.2018 31.03-2019 31.03.2018
Total Revenue 2275.58 2350.70 5451.44 5122.79
Total Expenditure before Interest and Depreciation 2168.44 2240.46 4717.19 4808.11
Profit before Interest Depreciation & Tax (EBIDTA) 107.14 110.24 734.25 314.68
Less: Interest 1.36 0.00 1.80 0.66
Less: Depreciation 35.02 33.87 182.10 179.30
Profit before Tax 70.76 76.37 550.35 134.77
Less:(a) Current Tax 10.00 18.00 10.00 18.00
(b) Deferred Tax 1.65 2.02 1.65 2.02
Net Profit for the Year 59.11

5635

538.70 114.75
Total Comprehensive Income 59.11

5635

538.70 114.75
Add: Surplus brought forward from previous year 5102.63 5046.28 4169.12 4054.37
Total Surplus available for appropriation 5161.75 5102.63 4707.82 4169.12
Surplus carried to the Balance Sheet 5161.75 5102.63 4707.82 4169.12
Paid up Equity Share Capital 1246.99 1246.99 1246.99 1246.99
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) 0.47 0.45 4.32 0.92

STATE OF COMPANYS AFFAIRS &REVIEW OF OPERATIONS

- On a consolidated basis the revenue from operations and other income for the F.Y.2018-19 is Rs.5451.44 Lakhs which is higher by 6.40% over the previous year (Rs.5122.79Lakhs in the previous F.Y. 2017-18).

- On Standalone basis the revenue from operations and other income for the F.Y.2018-19 is Rs. 2275.58'Lakhs is declined by 3.20% over the previous F.Y. (Rs.2350.70 Lakhsin the previous FY 201718).

- Consolidated Profit after Tax for the year is Rs.538.70 Lakhs higher by 369.46% overthe PAT of Rs.l 14.75 Lakhs in the previous F.Y. 2017-18.

- Standalone Profit after Tax for the year is Rs.59.12representing an increase of 4.90%as compared to the previous F.Y. (Rs.56.35 Lakhs in FY 2017-18)

Your Board of directors would like to inform the members that the company is planningto start a new segment of business in additional to existing business related to realestate activities and the Board has also proposed to alter the main object of the companyin the ensuing Annual General Meeting. The said new segment is expected to increase theoverall business activities of the company.

CHANGE IN THE NATURE OF BUSINESS

The Company engaged in the business activities of manufacturing of Empty Hard GelatineCapsules Halal gelatine Capsules liquid fills capsules and various ranges of emptycapsules. There is no change in the business activities of your company during thefinancial year.

TRANSFER OF THE AMOUNT OF UNPAID DIVIDEND AND SHARES TO INVESTOR EDUCATION &PROTECTION FUNDS (IEPF)

Pursuant to the provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer and Refiind) Rules 2016 (the Rules) eligible unpaid orunclaimed dividend are required to be transferred by the company to the IEPF establishedby the Government of India after the completion of 7 (seven) years. Further according tothe rules the resulting shares on which dividend has not been paid or claimed by theshareholders for 7 (seven) consecutive years or more also required to be transferred tothe D-mate account of the IEPF Authority. Accordingly the company has transferred theunclaimed and unpaid dividends of Rs. 314711/- for the year 2010-11 and has alsotransferred 6277 for the year 2009-10 and 7055 equity shares for the F.Y. 2010-1 Ion whichthe dividend was remained unpaid/unclaimed for a continuous period of 7 years to the IEPFAuthority as per the requirement of the IEPF rules.The details related to dividend remainsunpaid-unclaimed in the Company has been given in the Corporate Governance Report attachedwith the Annual Report of the Company and also hosted at the website of the Company.

DIVIDEND

In view of the requirement of the long-term financial resources your directors proposesto utilize the profits generated during the year in the business activities and do notrecommend any dividend for the year 201819 (previous year Nil)

SHARE CAPITAL

The paid-up Share Capital as on 3 Is'March 2019 was Rs. 1246.99 lakhsdivided into 124.69 lakhs equity shares of Rs. 10/- each. During the year under reviewthe Company has not issued shares with differential voting rights nor granted stockoptions nor sweat equity.

TRANSFER TO RESERVES

During the year under review your company has not transferred any amount to any type ofreserves. (Previous Year: Nil)

FINANCE (CASH AND CASH EQUIVALENT)

Cash and cash equivalent as at 31st March 2019 was Rs. 212.92 Lakhs(Previous Year Rs.204.35 Lakhs). The Company continues to focus on judicious management ofits working capital receivables inventories and other working capital parameters werekept under strict check through continuous monitoring.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit ofsection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31 "March 2019. Furtherthe Company has not accepted any deposit or loans in contravention of the provisions ofthe Chapter V of the Companies Act 2013 and the Rules made there under.

S. No. Particulars Amt in Rs.
1. Details of Deposits accepted during the year Nil
2. Deposits remaining unpaid or unclaimed at the end of the year Nil
3. Default in repayment of deposits N.A.
At the beginning of the year
Maximum during the year
At the end of the year
4. Deposits not in compliance with law N.A.
5. NCLT/ NCLAT orders w. r. t. depositors for extension of time and pemalty imposed N.A.

Further your company has also filed form DPT-3 for One time as on 22 January 2019 aswell as as at 31st March 2019 for the amount received by the company which isnot under the purview of section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposit) rules 2014 as amended from time to time.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Your company has not given any loan or advances to any other Body Corporate. Howeveryour company has made investment and given guarantees pursuant to Section 186 of theCompanies Act 2013:

Name of the company Nature of Transactions Investment made/ Guarantee/Loans Provided Opening Balance as on 31/03/18 Transactions made during the year Closing Balance as on 31/03/19
Medgel Pvt. Ltd. Wholly Owned Subsidiary Investment Made 4282.35 - 4282.35
Guarantee Security provided 200.00 - 200.00
Natural Capsules Ltd. Non- Current Investment Made 0.01 - 0.01
Mutual Funds & SIP Current and NonCurrent Investment Made 531.68 63.46 595.14

The above stated investment and guarantees are within the limits as specified undersection 186 of the Companies Act 2013 and the company is not required to take any furtherapproval of its members.

In addition to the above the Company has given advance against salary or otherwise toits employees as per the Companys policy on which no interest was charged.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In view of the net worth profits and turnover the Company does not fall under theprovisions of the section 135 of the Companies Act 2013 and the rules made their under.Hence the obligations under section 135 of the Companies Act 2013 are not applicable tothe Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act) and Rules made there under your company hasconstituted Internal Complaints Committees (ICC). Statement showing the number ofcomplaints filed during the financial year and the number of complaints pending as on theend of the financial year is shown as under: -

Category No. of complaints pending at the beginning of F.Y. 2018-19 No. of complaints filed during the F.Y. 2018-19 No. of complaints pending as at the end of F.Y. 2018-19
Sexual Harassment Nil Nil Nil

Since there is no complaint received during the year which is appreciable as themanagement of the company endeavor efforts to provide safe environment for the femaleemployees of the company.

STATEMENT FOR RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company is engaged in the business of manufacturing of Hard Gelatin Capsule Shelland is associated with the normal business risk as well as the imbalance of demand-supplyof products in the Domestic and in International Market. Further pharmaceutical industryhas always been under intense scrutiny by various regulatory authorities both Indian andinternational. This trend continues resulting in regulatory standards being upgraded allthe time. Further it is more than two years since the new pricing regulation was enactedin the Indian market. Since the pricing regulatory authorities are reviewing the existingpricing mechanism and are considering expanding the scope the threat of future decline inprice remains. Other than this the Government policy local area authority Taxationpolicy fluctuations in foreign currency rates may adversely affect the profitability ofthe Company subject to various process and clearance payment of compensations etc as maybe decided by the concerning state government.

PROVISION OF VOTING BY ELECTRONIC MEANS

Your Company is providing E-voting facility as required under section 108 of theCompanies Act 2013 read with Rule 20 of the Companies (Management and Administration)(Amendment) Rules 2015. The details regarding e-voting facility is being given with thenotice of the Meeting. The Company also proposes to amend the Object Clause of theMemorandum of Association however the Company is providing e-voting facility to themembers it is not required to conduct the postal ballot process for that purposes.

ADEQUACY OF INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Board of Directors has devised systems policies and procedures/frameworks whichare currently operational within the Company for ensuring the orderly and efficientconduct of its business which includes adherence to Companys policies safeguardingassets of the Company prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. In line with best practices the Audit Committee and the Board reviews theseinternal control systems to ensure they remain effective and arc achieving their intendedpurpose. Where weaknesses if any are identified as a result of the reviews newprocedures are put in place to strengthen controls. These controls are in turn reviewed atregular intervals.

Nothing has come to the attention of the Directors to indicate that any materialbreakdown in the function of these controls procedures or systems occurred during theyear under review. There have been no significant changes in the Companys internalfinancial controls during the year that have materially affected or are reasonably likelyto materially affect its internal financial controls. There are inherent limitations tothe effectiveness of any system of disclosure controls and procedures including thepossibility of human error and the circumvention or overriding of the controls andprocedures.

VIGIL MECHANISMAVHISTLE BLOWER POLICY

Your company has a Vigil Mechanism in place which also includes a whistle blower policyin terms of the listing regulation for Directors and employees of the Company to provide amechanism which ensures adequate safeguards to employees and Directors from anyvictimization on raising of concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reports etc.The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Companyswebsite at the www.medicaps.com and the same is being attached with this Report as "Annexure-A"

All the employees have the right/option to report their concem/grievance to theChairman of the Audit Committee. During the year under review no protected disclosure fromany Whistle Blower was received by the designated officer under the Vigil Mechanism.

SUBSIDIARIES ASSOCIATE AND JOINT VENTURES OF THE COMPANY

The Company is continuing having Wholly Owned Subsidiary i.e. M/s Medgel Pvt. Ltd.Further the Company does not have any associate or joint venture company at the beginningor closing or any time during the year 2018-19.There are no companies which become/ceasedto be subsidiaries during the year of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

Since your company is having 1 (One) wholly owned subsidiary and as per the requirementof Ind (AS) and the Companies Act 2013 the Consolidated Financial Statements is alsoprepared and annexed with the financial statements. The disclosures as required in theForm AOC-1 is attached with the Boards Report as ‘!Annexure B".

In accordance with third proviso of section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company www.medicaps.com.Further as per fourth proviso of the said section audited annual accounts of thesubsidiary company have also been placed on the website of the Company www.medicaps.com.The Consolidated Financial Statement of the Company is annexed as containing part of theAnnual report.

BOARD OF DIRECTORS KMPs & THEIR BOARD MEETINGS

a) Constitution of the Board

The Board of directors are comprising of total 8 (Eight) Directors whichincludes 4 (Four) — Independent and 2 (Two) Women Director. The Chairman ofthe Board is Non-Exccutive Promoter Director. The Board members are highly qualified withthe varied experience in the relevant field of the business activities of the Companywhich plays significant roles for the business policy and decision making process andprovide guidance to the executive management to discharge their functions effectively.

b) Board Independence

Our definition of Independence of Directors or Regulation is derived from Regulation 16of SEBI (LODR) Regulations 2015 and section 149(6) of the Companies Act 2013. TheCompany is having following 4 (Four) independent directors;

1. Dr. Shamsher Singh

2. Mr. Pramod Fatehpuria

3. Mr. Mahesh Kumar Patni

4. Mr. Ashok Omprakash Agrawal

As per provisions of the Companies Act 2013 Independent Directors were appointed fora term of 5 (five) consecutive years not liable to retire by rotation. During the yearthere is no change in the Constitution of the Board of your Company.

c) Declaration by independent Directors

All Independent Directors have given their declarations that they meet the criteria ofIndependence as laid down under section 149(6) of the Companies Act 2013 and SEBI (LODR)Regulations 2015 (SEBI Listing Regulations) . In the Opinion of the Board all theIndependent Directors fulfill the criteria of Independency as prescribed under theCompanies Act and SEBI (LODR) Regulations 2015 (SEBI Listing Regulations)

d) Independent Directors seeking re-appointment at the ensuing Annual General Meeting:

No independent Director is seeking reappointment at ensuing Annual General Meeting.

e) Directors liable to retire by rotation seeking re-appointment:

Mrs. Kusum Mittal (DIN:00035356) and Mrs. Manisha Garg (DIN:01006545) Whole TimeDirectors are liable to retire by rotation at the ensuing annual general meeting andbeing eligible offers themselves for re-appointment. Your directors recommend to passnecessary resolution as proposed in the Item No. 2 & 3 of the Notice of the AnnualGeneral Meeting.

f) Executive Directors seeking re-appointment at the ensuing Annual General Meeting:

The tenure of Mrs. Kusum Mittal as a Whole-time Director will be completed on 30thSept.2019; therefore the Board upon the recommendation of the Nomination and RemunerationCommittee has reappointed her for a further period of 3 years w.e.f. l"October 2019up to 30 Sep. 2022. Your Board recommends to pass SpecialResolution as per the proviso ofsection 196(3) of the Companies Act 2013 to that effect as set out in the notice of theAnnual General Meeting.

Further Mrs. Kusum Mittal Whole-time Director will attain age of 70 years during theperiod of her proposed tenure therefore the Board is proposing Special Resolution in theensuing Annual General Meeting.

The tenure of Mrs. Manisha Garg as a Whole time Director will also be completed onlONov. 2019; therefore the Board upon the recommendation of the Nomination andRemuneration Committee has reappointed her for a further period of 3 years w.e.f. 11November 2019 up to 10th Nov. 2022.Your Board recommends to pass ordinaryresolution as per the proviso of section 196(3) of the Companies Act 2013 to that effectas set out in the notice of the Annual General Meeting.

A brief resume and other details of all the above said directors seekingappointment/re-appointment are provided in the Notice of AGM.

g) Change in Director

During the year there is no change in the directors of the company.

h) Key Managerial Personnel

Mr. Alok K. Garg Managing Director; Mrs. Kusum Mittal and Mrs. Manisha GargWhole-time Directors Mr. Manish Kumar Jain Chief Financial Officer and Ms. Ayushi SilotCompany Secretary and Compliance Officer have been categorized as the Key ManagerialPersonnel within the meaning of section 203 of the Companies Act 2013.

There is no change in the Key Managerial Personal during the year 2018-19.

i) Number of meetings of the board

The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business. However in case of a special and urgentbusiness need the Boards approval is taken by passing resolutions through circulation aspermitted by law which are confirmed in the subsequent Board Meeting.

The notice of Board meeting is given well in advance to all the Directors. Usuallymeetings of the Board are held in Pithampur at the Registered Office of the Company. TheAgenda of the Board/Committee meetings arc circulated at least a week prior to the date ofthe meeting. The Agenda for the Board and Committee meetings include detailed notes on theitems to be discussed at the meeting to enable the Directors to take an informed decision.

During the year 2018-19 (4) Four Board Meetings were held on 28thMay 2018 25th July2018 14th November2018 and 7thFebruary 2019.

The maximum interval between any two Board meetings did not exceed 120 days. The detailof Board Meetings Committee Meetings held and number of meeting attended by each Directorand members according to Secretarial Standards are given in Corporate Governance Reportannexed with this Annual Report.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the nomination and remuneration committeeframed a nomination remuneration and evaluation policy which lays down the criteria foridentifying the persons who are qualified to be appointed as directors and or seniormanagement personnel of the company along with the criteria for determination ofremuneration of directors KMPs and other employees and then- evaluation and includesother matters as prescribed under the provisions of section 178 of Companies Act 2013and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given atthe website of the Company at www.medicaps.com. The details of the same are also coveredin Corporate Governance Report forming part of this annual report

a) Formal Annual Board Evaluation and Familiarization Programme.

The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which include criteriafor performance evaluation of Non-executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategy.

The Board carried out an annual performance evaluation of the Board CommitteesIndividual Directors and the Chairman. The Chairman of the respective Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Committees.

The report on performance evaluation of the Individual Directors was reviewed by theChairman of the Board and feedback was given to Directors.

The details of programme for familiarization of Independent Directors of the Company isavailable on your Companys website (www.medicaps.com)

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofsection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in Note-1 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31s1 March 2019 and of the profit of theCompany for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws andthat systems were in place and were adequate and operating effectively.

COMMITTEES OF THE BOARD

In accordance with the Companies Act 2013 and the SEBI (LODR) Regulations 2015 andother purposes the Board has the following Six (6) committees;

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Risk Management Committee (Voluntarily constituted)

e. Corporate Compliance Committee (Voluntarily constituted);

f. Internal Complaints Committee (ICC) under the Sexual Harassment of Women at theWorkplace

A detailed note on the Board and its committees is provided under the CorporateGovernance Report section in this report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that entered into during the Financial Year2018-19 were on Arms Length Basis and were in the Ordinary Course of business. Nomaterially significant RPT made by the Company with Promoters Directors Key ManagerialPersonnel or their relatives or subsidiary or any other Group concerns which may have apotential conflict with the interest of the Company at large.

All RPT were approved by the Audit Committee and the Board. The RPT entered into by thecompany are audited. The Company has developed RPT policy Standard Operating Proceduresfor purpose of identification and monitoring of such transactions.

The policy of RPT as approved by the Board is available on the Companys website (www.medicaps.coml. The company has done RPT in the ordinary course of business and whichare on Arms Length Basis and which are not materials in nature and hence the requirementof attachment of the Form AOC-2 is not applicable on the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

AUDITORS THEIR REPORT AND COMMENTS BY THE MANAGEMENT:

A. Statutory Auditors

The Board of the company takes pleasure in stating that no such observation has beenmade by the Auditors in their report which needs any further explanation by the Board.

The Auditors M/s.Rawka & Associates Chartered Accountants (F. R. No. 021606C)who were appointed for a term of five years at the Annual General Meeting of the Companyheld on 28th September 2017 shall hold the office till the conclusion of 39thAnnualGeneral Meeting of the Company to be held in the year 2022.

The Auditors Report and the Notes on financial statement for the year 2018-19 referredto in the Auditors Report are self-explanatory and do not call for any further comments.The Auditors report is also self explanatory and does not contain any qualificationreservation or adverse remark.

B. Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Ishan Jain & Co. Company Secretaries to undertake the Secretarial Auditof the Company. The Secretarial Auditors in their report for the year 2018-19 hasconfirmed the compliances by the Company as covered in their report. The Report of theSecretarial Auditor for the year 2018-19 is annexed herewith as "AnnexureC".

There is no qualification reservation or adverse remark or disclaimer in SecretarialAudit report except the following:-

Secretarial Auditor Observations Management comments
There are 3 (Three) Charges which were satisfied long back but no evidence for the satisfaction were produced before us and these charges are reflecting in the Index of Charges at the portal of MCA. The matter is very old and the company is in continuous follow up with the ROC for deletion of the charge ID however in absence of the adequate evidence for filing of the Form 17 (under the Companies Act 1956) these charges could not be removed from MCA Portal.
Company has not filed Statement of Foreign Assets and Liabilities to RBI for the F.Y. 2017-18. The company considers that since there is no issue of shares to the eligible persons filing of statement of Foreign Assets and Liabilities should not be applicable. However the RBI has also not initiated any action in this regard.

C. Cost Auditor and Records

Pursuant to section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 amended time to time the provision regarding Cost Auditand Records under this act was not applicable to Company during the year 2018-19.

DISCLOSURE FOR FRAUDS AGAINST THE COMPAN Y

There were no instances for other than reportable fraud to the Central Governmentcovered under section 134(3)(ca) of the Companies Act 2013. Further that the auditorshave not found any fraud as required to be reported by them under section 143(12) to theCentral Government during the year 2018-19.

CORPORATE GOVERNANCE

Pursuant to SEB1 (LODR) Regulations 2015 a separate report titled CorporateGovernance'has been attached in this Annual Report.

All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2018-19. A declaration to this effect signed by the Chairmanof the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financialstatements and other matters as required under regulation 17(8) of the SEBI ListingRegulations 2015. Certificate from Auditors of the company regarding compliance ofconditions of corporate governance and Certificate from Practicing Company Secretaryrelated to Disqualification of Director is annexed with Corporate Governance Report.

The Managing Director and Chief Financial Officer have certified that the financialstatements and other matters as required under regulation 17(8) read with Part B ofSchedule II of the SEBI Listing Regulations 2015 are duly complied with. A copy of thecertificate on the financial statements for the financial year ended 31stMarch 2019 is annexed in Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and analysis report for the year under review as stipulatedunder SEBI (LODR) Regulation 2015 is present in a separate section forming part of theAnnual Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as 1Annexure-D

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRING AFTER BALANCE SHEET DATE

There have been no material changes and commitments if any affecting the financialposition of the Company which has occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

However the company proposes to start a new business segment (in addition to existingbusiness) related to real estate activities and the Board has also proposed to alter themain object of the company in the ensuing Annual General Meeting.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 for the year ended 31stMarch 2019 is annexed herewith as Annexure E' Copy of the Form MGT-9 isalso available on the website of the company www.medicaps.com.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION ANDPARTICULARS OF EMPLOYEES

Pursuant to provision of section 197(12) of Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and thedetails of Top 10 employees given in the "Annexure F"

Dining the year none of the employees received remuneration in excess of Rs. 102.00Lakhs or more per annum. In accordance with the provisions of Section 197 of the CompaniesAct 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. Therefore there is no information to disclose in terms of the provisions ofthe Companies Act 2013.

CODE OF CONDUCT

Regulation 17(5) of the SEBI Listing Regulations 2015 requires listed companies to laydown a Code of Conduct for its directors and senior management incorporating duties ofdirectors as laid down in the Companies Act 2013. The Company has adopted Code of Conductfor all Directors and Senior Management of the Company and the same has been hosted on thewebsite of the company (www.medicaps.com). The code of the Conduct of the company has beenrevised on 7lhFebruary 2019.

All Directors and Senior Management personnel have affirmed compliance with the newCode for 2018

19. A declaration to this effect signed by the Chairman is given in this Annual Report.A certificate to that effect for the proper compliances given by the Chairman is annexedas the Annexure G" with this Report.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.

APPLICABILITY OF THE IND-AS

In terms of the Rule 4(l)(iii)(a) of the Companies (Indian Accounting Standards) Rules2015 notified vide Notification No.G.S.R.l 11(E) on 16th Feb. 2015 theCompany is required to comply with the Indian Accounting Standards (Tnd AS) w.e.f. 1stApril2017 which has been complied by the Company.

ACKNOWLEDGEMENTS

Your Directors wishes to place on records its sincere appreciation and acknowledge thededication & contribution made by the employees of the Company at all levels. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers banks and other business partners for the excellent support receivedfrom them during the year. The Directors place on record their sincere appreciation to allemployees of the Company for their unstinted commitment and continued contribution to theCompany.

For and on behalf of the Board
Place: Pithampur Ramesh Chandra Mittal
Date: 30th July 2019 Chairman
DIN : 00035272