The Members Medi-Caps Limited Your directors present 34th Annual Report of Medi-CapsLimited together with the Standalone and Consolidated Audited Financial Statements for theyear ended 31 March 2017
The Consolidated performance of the Company and its subsidiary has been referred towherever required.
The following table shows the operational results of the company for the financial year2016-17 as compared to that of the previous year.
| || || |
(Rs. In Lakhs)
|Particulars ||Consolidated ||Standalone |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Revenue from operation ||4479.80 ||4363.83 ||2332.56 ||2548.27 |
|Other income (net) ||126.64 ||1.38 ||56.44 ||1.30 |
|Total Income ||4606.44 ||4365.21 ||2389.00 ||2549.57 |
|Profit before Depreciation finance cost and tax ||354.35 ||325.47 ||187.68 ||207.25 |
|Depreciation &Amortization expenses ||180.89 ||180.42 ||36.64 ||32.99 |
|Finance Cost ||1.34 ||2.69 ||0 ||0 |
|Profit before tax (PBT) ||172.13 ||142.36 ||151.04 ||174.26 |
|Tax expenses ||35.33 ||55.98 ||35.33 ||55.98 |
|Profit for the year ||136.80 ||86.38 ||115.71 ||118.28 |
|Earning per share || || || || |
|Basic & Diluted ||1.10 ||0.69 ||0.93 ||0.95 |
Financial Performance and the State of Company Affair.
On a consolidated basis the revenue from operations for FY 2016-17 is `4479.80Lakhs which is higher by 2.66% over the last year (`4363.83 Lakhs in previous FY 2015-16).
On Standalone basis the revenue from operations for FY 2016-17 at `2332.56Lakhs is declined by 8.46% over the last year (`2548.27 Lakhs in previous FY 2015-16).
Consolidated profit after tax for the year is `136.80 Lakhs registering agrowth of 58.37% over the Profit after tax of `86.38 Lakhs in previous FY 2015-16.
Standalone profit after tax for the year is `115.71 which is decreased by 2.17%as compared to the previous year (`118.28 Lakhs in previous FY 2015-16.)
CHANGE IN THE NATURE OF BUSINESS.
The Company engaged in the activity of manufacturing of empty hard gelatine CapsulesHalal gelatine Capsules liquid fills capsules and various range of empty capsules. Thereis no change in the business of your company during the financial year.
In view of inadequate profits and due to requirement of the long term financialresources your directors propose to utilize the profits generated during the financialyear in line of business activities and do not recommend any dividend for the year 2016-17(previou s year : Nil)
The paid-up Share Capital as on 31st March 2017 was Rs. 1246.99 lakhs divided into124.69 lakhs equity shares of Rs. 10/- each. During the year under review the Company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity.
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 2017 was Rs. 197.19 Lakhs (Previous year Rs. 103.02 Lakhs). The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other
working capital parameters were kept under strict check through continuous monitoring.
The Company has not accepted any 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 31stMarch 2017. Further thatthere was no contravention of the provisions of the
Chapter V of the Companies Act 2013 and the Rules made there under.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has made investment provided loans and security and given guaranteespursuant to section 186 of the Companies Act 2013 and SEBI (LODR) Regulations 2015 asdetails given hereunder:
| || || || || |
(Rs. in Lakhs)
|Name of the company ||Nature of Transactions ||Investment made/ Guarantee/Loans Provided ||Opening Balance as on 01/04/2016 ||Transactions made during the year ||Closing Balance as on 31/03/2017 |
|Medgel ||Wholly Owned ||Investment Made ||3312.34 ||970.01 ||4282.35 |
|Private Limited. ||Subsidiary ||Guarantee Security provided ||200.00 ||0.00 ||200.00 |
|Medi-Caps Finance LLP ||Partners Capital Non- Current ||Investment Made ||2.18 ||0.00 ||2.18 |
|Endolabs Ltd. ||Non- Current ||Investment Made ||10.70 ||(10.70)* ||0.00 |
|Natural Capsules Ltd. ||Non- Current ||Investment Made ||00.01 ||0.00 ||00.01 |
|Jord Engineers India Ltd. ||Non- Current ||Investment Made ||21.41 ||(21.41)* ||0.00 |
|Bharti Healthcare Ltd. ||Non- Current ||Investment Made ||0.02 ||(0.02)* ||0.00 |
|Mutual Funds ||Current ||Investment Made ||276.10 ||229.02 ||505.12 |
* the aforesaid investments were written off as there is no trading on the shares atthe floor of the stock exchange and the book value of the shares are negative thereforefor impairment of assets the same has been write off . The Company has given advanceagainst salary or otherwise to employees of the Company as per the terms of appointmentand the Company's policy on which no interest was charged.
NON -APPLICABILITY OF CSR PROVISIONS:
In view of the paid-up capital profits and turnover your company does not fall underthe provisions of the section 135 of the Companies Act 2013 and the rules made theirunder.
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 yourcompany has constituted Internal Complaints Committees (ICC). Statement showing the numberof complaints filed during the financial year and the number of complaints pending as onthe end of the financial year is shown as under: -
|Category ||No. of complaints pending at the beginning of F.Y. 2016-17 ||No. of complaints filed during the F.Y. 2016-17 ||No. of complaints pending as at the end of F.Y. 2016-17 |
|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 close to two years since the new pricing regulation was enacted inthe Indian market. Over the last one year. Since the pricing regulatory authorities arereviewing the existing pricing mechanism and are considering expanding the scope thethreat of future decline in price remains.
Other than this the Government policy local area authority Taxation policyfluctuations in foreign currency rates may adversely affect the profitability of theCompany subject to various process and clearance payment of compensations etc as may bedecided by the concerning state government.
ADEQUACY OF INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.
Based on the report of internal audit process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism named Vigil Mechanism/Whistle Blower Policy to dealwith instance of fraud and mismanagement if any. The details of the Vigil MechanismPolicy is explained in the Corporate Governance Report as well as annexed to the BoardReport as "Annexure A" and also posted on the website of the Company atwww.medicaps.com.
SUBSIDIARIES AND JOINT VENTURES:
The Particulars of the 100% Wholly Owned Subsidiary Company Medgel Private Limitedcontinuing having status of the same is given as required under section 129(3) of the Actread with the Companies (Accounts) Rules 2014 in the Form AOC-1 as containing partof the Annual report annexed as "Annexure B".
Further the Company does not have any associate or joint venture company at thebeginning or closing or any time during the year 2016-17.
There are no companies which become/ceased to be subsidiaries JVs or Associate duringthe year of your Company.
In accordance with third proviso of section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone basis 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 Companywww.medicaps.com.The consolidated financial statement of the company is also annexed ascontaining part of the annual report.
BOARD OF DIRECTORS KMPs & THEIR BOARD MEETINGS:
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 promoter and Non-executive. The Board members are highly qualified with thevaried experience in the relevant field of the business activities of the Company whichplays significant roles for the business policy and decision making process and provideguidance to the executive management to discharge their functions effectively.
Our definition of Independence' of Directors or Regulation is derived fromRegulation 16 of SEBI (LODR) Regulations 2015 and section 149(6) of the Companies Act2013. The Company is having following Independent Directors;
1. Dr. Shamsher Singh
2. Mr. Pramod Fatehpuria
3. Mr. Mahesh Kumar Patni
4. Dr. Keshav Singh Varma (Ceased w.e.f. 28th April 2017)
5. Mr. Ashok Omprakash Agrawal (Appointed w.e.f. 25th July 2017)
As per provisions of the Companies Act 2013 Independent Directors were appointed fora term of 5 (five) consecutive years but shall be eligible for re-appointment on passingof a special resolution by the Company and shall not be liable to retire by rotation.During the year Dr. Keshav Singh Varma (DIN: 01490522) Independent Director has resignedfrom the Board w.e.f. 28thApril 2017 due to his pre- occupation and Mr. AshokOmprakashAgrawal(DIN: 07870578) has been appointed as an additional director under the categoryofIndependent Director for a term of 5 years w.e.f. 25th July 2017 subject to theconfirmation of his appointment at the ensuing Annual General Meeting.
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. In the Opinion of the Board all the Independent Directors fulfil thecriteria of independency as prescribed under the Companies Act and SEBI (LODR)Regulations 2015.
Directors seeking appointment and re-appointment at the ensuing Annual General Meeting
In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the Company Mr. Ramesh Chandra Mittal (DIN - 00035272)Director and Chairman is liable to retire by rotation and is eligible for re-appointment.
Further that your Board has appointed Mrs. Manisha Garg (DIN - 01006545) as anAdditional Director under the category of Promoter Executive Director and furtherdesignated as the Whole-time Director w.e.f. 11th November 2016 and Mr. Ashok OmprakashAgrawal (DIN - 07870578) as the Additional Director in the capacity of IndependentDirector of the company w.e.f. 25th July 2017 to hold the office upto the ensuing AnnualGeneral Meeting.Your Board has placed this agenda in the Notice of the Annual GeneralMeeting to confirm their appointment as the Director.
Cessation of Directors
During the year Mrs. Trapti Vikas Gupta has resigned from the Board of Directorsw.e.f. 11th November. 2016 and Dr. Keshav Singh Varma has resigned from the Board w.e.f.28th April 2017 due to their pre-occupation.Your Board place on record their sincerethanks for the valuable services rendered by them in the capacity of directors of theCompany.
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 CS Nupur LodwalCompany Secretary & Compliance Officer have been categorized as the Key ManagerialPersonnel within the meaning of section 203 of the Companies Act 2013. There is no changein the Key Managerial Personnel during the year 2016-17 except the following: -
1) Mr. Ramesh Chandra Mittal has resigned from the office of the Managing Directorw.e.f. 26thJuly 2016 and is continuing in the Board as the Non- Executive Director andChairman of the board.
2) CS Rajat Gupta has resigned from the post of Company Secretary and ComplianceOfficer w.e.f. 11th November2016 and CS Nupur Lodwal was appointed as the CompanySecretary and Compliance Officer w.e.f. 11th November2016 and designated as the KeyManagerial Personnel.
3) Mr. Alok K. Garg has been re-designated as the Managing Director of the companyw.e.f. 11thAugust 2016 for his remaining term which will be ending on 31st March 2019.
4) Mrs. Manisha Garg was appointed as the Whole-time director of the Company w.e.f.11thNovember 2016.
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 Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board Meeting. The Notice ofBoard meeting is given well in advance to all the Directors. Usually meetings of theBoard are held in Pithampur at the Registered Office of the Company. The Agenda of theBoard/Committee meetings are circulated at least a week prior to the date of the meeting.The Agenda for the Board and Committee meetings include detailed notes on the items to bediscussed at the meeting to enable the Directors to take an informed decision. During theyear 2016-17 Four (4) Board Meetings were held on 27th May 2016 11th August 2016 11thNovember 2016 and 09th February 2017.
The maximum interval between any two meetings did not exceed 120 days. The detail ofBoard 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.
Company's policy on Director's KMPs appointment and remuneration including criteriafor determining Qualification Attributes Independenceetc.
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is annexed with the Report as "AnnexureC" and the same has uploaded on companies websitewww.medicaps.com.
Formal Annual Board Evaluation and Familiarization Programme
The Board has carried out the Formal Annual evaluation of its own performance BoardCommittees and Individual Director pursuant to the provision of the Companies Act 2013and regulation 17 of SEBI (LODR) Regulations 2015. The detail and manner in which theevaluation has been carried out has been provided in the Corporate Governance Report.
The details of programme for familiarization of Independent Directors of Your Companyis available on your Company's 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 annualfinancial statements for the year ended 31st March 2017 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b. that such accounting policies as mentioned in Note-1 of the Notesto the Financial Statements have been selected and applied consistently and judgment andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31 st March 2017 and of the profit ofthe Company for the year ended on that date; c. that proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d. that the annual financial statements havebeen prepared on a going concern basis; e. that proper internal financial controls were inplace and that the financial controls were adequate and were operating effectively. f.that systems to ensure compliance with the provisions of all applicable laws and thatsystems were in place and were adequate and operating effectively.
COMMITTEES OF THE BOARD
During the year in accordance with the Companies Act 2013 and other applicable Actsthe Board has the following 5 (five) Committees as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee
(d) Risk management Committee
(e) Internal Committee for Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 redressal of complaint at the workplace Details ofall the Committees along with their charters composition and meetings held during theyear are provided in the "Report on Corporate Governance" a part of thisAnnual Report.
RELATED PARTY TRANSACTIONS.
All Related Party Transactions (RPT) that were entered into during the Financial Year2016-17 were on Arm's 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 by Omnibus approval or otherwise as thecase may and the Board. The RPT entered into by the company are audited. The Company hasdeveloped a RPT policy Standard Operating Procedures for purpose of identification andmonitoring of such transactions. The policy of RPT as approved by the Board is availableon the Company's website www.medicaps.com. The company has done RPT in the ordinary courseof business and which are on Arms' Length Basis and which are not materials in nature andhence the requirement of 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: Statutory Auditors Report andappointment of the statutory auditors
Your Board of directors takes pleasure in stating that no such observation has beenmade by the Auditors in their report which needs any further explanation by the Board. Theexisting auditors M/s C.P. Rawka & Co. Chartered Accountants who were appointed fora term of 3 (three) years at the Annual General Meeting of the Company held on 27 thSeptember 2014 shall hold the office till the ensuing Annual General Meeting. Pursuant tosection 139 and other applicable provisions of the Companies Act 2013 read with Rule 33of Companies (Audit and Auditors) Rules it is mandatory to rotate the existing statutoryauditors on completion of the maximum term permitted under the said section. The AuditCommittee and the Board at their meeting held on 25 th July 2017 has recommended theappointment of M/s Rawka & Associates Chartered Accountant (FRN 021606C) as theStatutory Auditors of the company. Auditors if appointed will hold office for a period of5 (Five) consecutive year from the conclusion of 34th Annual General Meeting of thecompany scheduled to be held on 28th September 2017 till the conclusion of the 39thAnnualGeneral Meeting to be held in the year 2022 subject to the ratification of theirappointment at every AGM if required.
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 in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report for the year2016-17 is annexed herewith as "Annexure D".
There is no qualification reservation or adverse remark or disclaimer in SecretarialAudit report except the following:-
(a) Some forms were filed by the Company after the prescribed time along withthe adequate additional filing fee and this has reported as compliance by reference ofpayment of additional fees;
There was some delay in filing of the particulars forms and has already complied withthe same and has paid additional filing fee as prescribed. Therefore there is no defaultas such.
(b) There are 3 (Three) Charges which were satisfied long back but no evidencefor the satisfaction were produced before us and reflecting in the Index of Charges at theportal of MCA whereas 2 (Two) charges which were satisfied but still appearing on theportal of the MCA in the Index of Charges which needs correction in the index of charges;
One Charge of IDBI Bank Ltd. of Rs. 115 lakhs and the other one of AKVN amounting toRs.90 lakhs has also satisfied but it still appear on MCA we are in process forrectifying the same for other three charges the Company is in continuous follow up withthe bank since the charge is satisfied by the company long back and the Company and Bankis in searching for old documents and will proceed further for removing the charge fromMCA Portal.
Cost Auditor and their report
In view of the orders issued by the Cost Audit Branch of the MCA the Company is notfalling under the purview of the requirement for Cost Records and its audit during theyear 2016-17.
DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:
In terms of the provisions of section 134(3) (ca) of the Companies Act 2013 therewere no fraud committed against the Company and any person which are reportable undersection 141(12) by the Auditors to the Central Government as well as non reportable fraudsduring the year 2016-17.
Pursuant to SEBI (LODR) Regulations 2015 a separate report titled CorporateGovernance' has been attached in this Annual Report. All Board members and seniormanagement personnel have affirmed compliance with the Code of Conduct for the year2016-17. A declaration to this effect signed by the Chairman is contained in this AnnualReport. The Managing Director and CFO have certified to the Board with regard to thefinancial statements and other matters as required under regulation 17(8) of the SEBIListing Regulations 2015. Certificate from Auditors of the company regarding complianceof conditions of corporate governance is annexed to this Report as
Mr.Alok K. Garg Managing Director and Mr. Manish Kumar Jain Chief Financial Officerhave certified that the financial statements and other matters as required underregulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations 2015are duly complied with. A copy of the certificate on the financial statements for thefinancial year ended 31st March 2017 is annexed along with this Report as "AnnexureF".
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.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company prepared in accordance withrelevant Accounting Standards (AS) viz. AS 21 AS 23 and AS 27 issued by the I CAI formingpart of this Annual 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 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "Annexure-G".
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.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9 for the year ended 31st March 2017 isannexed herewith as
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S 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 "AnnexureI".
During 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 the 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 (LODR) 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. All Directors and Senior Management personnelhave affirmed compliance with the new Code for 2016-17. A declaration to this effectsigned by the Managing Director is given in this Annual Report. A certificate to thateffect for the proper compliances given by the Managing Director is annexed as the "AnnexureJ" 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 Coderequires Trading Plan pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.
APPLICABILITY OF THE IND -AS
Rule 4(1)(iii)(a) of the Companies (Indian Accounting Standards) Rules 2015 notifiedvide Notification No.G.S.R.111(E) on 16th February. 2015 provides that if the company isa listed company or having a networth of less than Rs. 500 Crore then Company is requiredto comply with the Indian Accounting Standards (Ind AS) w.e.f. 01st April 2017.Therefore Ind AS has been applicable on the company w.e.f. 01st April 2017.
Your Directors wish to place on record their gratitude to various Central and StateGovernment Departments Organizations and Agencies for the continued help and co-operationextended by them. The Directors also gratefully acknowledge all stakeholders of theCompany viz. customers members dealers banks and other business partners for theexcellent support received from them during the year. The Directors place on record theirsincere appreciation to all employees of the Company for their unstinted commitment andcontinued contribution to the Company.
| ||For and on behalf of the Board |
|Place: Pithampur ||Ramesh Chandra Mittal |
|Date: 25thJuly 2017 ||Chairman |
| ||DIN 00035272 |
"Annexure A" Whistle Blower/Vigil Mechanism Policy Preface
1.1 The Company believes in the conduct of the affairs of its constituents in a fairand transparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behavior. 1.2 This policy is formulated to provide employee anavenue to lodge Complaints in line with the commitment of Company to the highest possiblestandards of ethical moral and legal business conduct and its commitment to opencommunication. To provide necessary safeguards for protection of employees from reprisalsor victimization for whistle-blowing in good faith. 1.3 Regulation 22 of the SEBI (LODR)Regulations 2015 ("SEBI Listing Regulations") provides to establish amechanism called "Whistle Blower/Vigil Mechanism Policy" for directors andemployees to report to the management instances of unethical behavior actual or suspectedfraud or violation of the Company's code of conduct. 1.4 The purpose of this policy is toprovide a framework to protect employees wishing to raise a concern about seriousirregularities within the Company.
2.1 "Medi-Caps" means Medi-Caps Limited.
2.2 "Audit Committee" means the Audit Committee of the Board constituted bythe Board of Directors of Medi-Caps in accordance with provisions of section 177(1) ofCompanies Act 2013 read with SEBI (LODR) Regulations 2015.
2.3 "Competent Authority" means the Dr. Shamsher Singh Independent Directorof Medi-Caps Limited and will include any person(s) to whom he may delegate any of hispowers as the Competent Authority under this policy from time to time. In case of conflictof interest (WTD being the subject person) Competent Authority means Chairman of theAudit Committee.
2.4"Dedicated Confidential Section" means any Section/Department of theCompany which is decided by the Competent Authority from time to time for maintaining therecords as per the Whistle Blower/Vigil Mechanism Policy.
2.5 "Disciplinary Action" means any action that can be taken on completionof/during the investigation proceedings by the Competent Authority as he/she deems fitconsidering the gravity of the matter.
2.6. "Employees" mean the entire permanent employees which are working inMedi-Caps Limited.
2.7 "Improper Activity" means unethical behavior actual or suspected fraudembezzlement etc. violation of the Company's general guidelines on conduct moralturpitude unlawful conduct etc. by an employee of Medi-Caps Limited.
2.8 "Investigators" means those persons authorized appointed consulted orapproached by the Competent Authority in connection with conducting investigation into aprotected disclosure.
2.9 "Protected Disclosure" means a concern raised by a written communicationmade in good faith that discloses or demonstrates information that may evidence unethicalor improper activity.
2.10 "Subject" means a person against or in relation to whom a protecteddisclosure is made or evidence gathered during the course of an investigation.
2.11 "Whistle Blower" means an Employee or Director making a ProtectedDisclosure under this policy.
Whistle Blower/Vigil Mechanism Policy shall be applicable for all permanent employeesand to all the Directors of the Company.
Terms that have not been defined in this Policy shall have the same meaning assigned tothem in the Companies Act 2013 and/or SEBI Act and/or any other SEBI Regulation(s) asamended from time to time.
5. Guiding Principles
5.1 Protected disclosures shall be acted upon in a time bound manner.
5.2 Complete confidentiality of the Whistle Blower will be maintained.
5.3 The Whistle Blower and/or person(s) processing the protected Disclosure will not besubjected to victimization.
5.4 Evidence of the Protected Disclosure will not be concealed and appropriate actionincluding disciplinary action will be taken in case of attempts to conceal or destroyevidence.
5.5 "Subject" of the Protected Disclosure i.e. Employee against or inrelation to whom a protected disclosure has been made will be provided an opportunity ofbeing heard.
5.6 The Whistle Blower should bring to attention of the Competent Authority at theearliest any improper activity or practice. Although they are not required to provideproof they must have sufficient cause for concern.
5.7 The Whistle Blower shall co-operate with investigating authorities maintainingfull confidentiality.
6. Whistle Blower Role & Protections Role:
6.1 The whistle Blower's role is that a reporting party with reliable information.
6.2 The Whistle Blower is not required or expected to conduct any investigations on hisown.
6.3 The Whistle Blower may also be associated with the investigations if the case sowarrants. However he/she shall not have a right to participate.
6.4 Protected Disclosure will be appropriately dealt with by the Competent Authority.
6.5 The Whistle Blower shall have a right to be informed of the disposition of hisdisclosure except for overriding legal or other reasons.
6.6 No unfair treatment will be meted out to a Whistle Blower by virtue of his/herhaving reported a Protected Disclosure under this Policy. The Company as a policycondemns any kind of discrimination harassment victimization or any other unfairemployment practice being adopted against Whistle Blower. 6.7 Complete protection willtherefore be given to Whistle Blower against any unfair practice like retaliation threator intimidation of termination/suspension of service disciplinary action transferdemotion refusal of promotion discrimination any type of harassment biased behavior orthe like including any direct or indirect use of authority to obstruct the WhistleBlower's right to continue to perform his duties/functions including making furtherProtected Disclosure. The Company will take steps to minimize difficulties which theWhistle Blower may experience as a result of making the Protected Disclosure. 6.8 If theWhistle Blower is required to give evidence in criminal or disciplinary proceedings theCompany will arrange for the Whistle Blower to receive advice about the procedure etc.6.9 The identity of the Whistle Blower shall be kept confidential. 6.10 Any other Employeeassisting in the said investigation or furnishing evidence shall also be protected to thesame extent as the Whistle Blower.
7. Procedures Essential and Handling Procedure Disclosure
7.1 The Protected Disclosure/Complaint should be attached to a letter bearing theidentity of the Whistle blower/complaint i.e. his/her Name Employee Code and Location andshould be inserted in an envelope which should be closed/secured/sealed. The envelope thussecured/sealed should be addressed to the Competent Authority and should be super scribed"Protected Disclosure". (If the envelope is not super scribed and closed/sealed/secured it will not be possible to provide protection to the whistle blower as specifiedunder this policy).
7.2 If the Whistle Blower believes that there is a conflict of interest between theCompetent Authority and the Whistle Blower he/she may send his/her protected disclosuredirectly to the Chairman of the Audit Committee Medi-Caps Limited.
7.3 Anonymous or pseudonymous Protected Disclosure shall not be entertained.
7.4 Protected Disclosure should either be typed or written in legible hand writing inEnglish Hindi or Regional language of the place of employment of the Whistle blowershould provide a clear understanding of the improper activity involved or issue/concernraised. The reporting should be factual and not speculative in nature. It must contain asmuch relevant information as possible to allow for preliminary review and properassessment.
7.5 Investigations into any improper activity which is subject matter of an inquiry ororder under the Commission of Inquiry Act 1952 will not come under the purview of thispolicy.
7.6 The contact details of the Competent Authority for addressing and sending theProtected Disclosure is as follows:
Dr. Shamsher Singh Independent Director Competent Authority Whistle Blower/VigilMechanism
Medi Caps - Limited
Mhow - Neemuch Road Sector I Pithampur-454775 Distt.Dhar (M.P.)
7.7 The Contact details for addressing protected disclosures to the Chairman AuditCommittee are as follows:
Chairman Audit Committee Whistle Blower/Vigil Mechanism Medi-Caps Limited
Mhow - Neemuch Road Sector I Pithampur
In addition to above the exact address shall be displayed prominently on the noticeBoard of all locations. 7.8 The Competent Authority shall mark the envelope containing theProtected Disclosure to a dedicated Confidential Section which shall maintain a recordthereof. 7.9 The Competent Authority shall weed out frivolous complaints after apreliminary enquiry by the Confidential Section. The Competent Authority based on therecommendations of the Confidential Section and depending upon the merit of the case shallforward the Complaint to the investigator(s) nominated for this purpose without disclosingthe identity of the Whistle Blower.
8. Investigations and Role of Investigators Investigation:
8.1 Investigation shall be launched if the Competent Authority is satisfied afterpreliminary review that: a) The alleged act constitutes an improper or unethical activityor conduct; and b) The allegation is supported by information and specific enoughto be investigated or in cases where the allegation is not supported by specificinformation; it is felt that the concerned matter deserves investigation. 8.2 The decisiontaken by the Competent Authority to conduct an investigation is by itself not to beconstrued as an accusation (ilzam) and is to be treated as a neutral fact finding process.
8.3 The identity of the subject(s) and the Whistle Blower will be kept confidential.
8.4 Subject(s) will normally be informed of the allegations at the commencement of aformal investigation and will be given opportunities for providing their inputs during theinvestigation.
8.5 Subject(s) shall have a duty to co-operate with the Investigator(s) duringinvestigation to the extent that such co-operation will not compromise self-incriminationprotections available under the applicable laws.
8.6 Subject(s) have a responsibility not to interfere with the investigation. Evidenceshall not be withheld destroyed or tampered with and witnesses shall not be influencedthreatened or intimidated by the subject(s).
8.7 Unless there are compelling reasons not to do so Subject(s) will be given theopportunity to respond to material findings contained in an investigation report. Noallegation of wrong doing against a Subject(s) shall be considered as maintainable unlessthere is good evidence in support of the allegation.
8.8 The investigation shall be completed normally within 60 days of the date of receiptof the protected disclosure or such extended period as the Competent Authority may permitfor reasons to be recorded. 8.9 Subject(s) have a right to be informed of the outcome ofthe investigation.
Role of Investigator(s)
8.10 Investigators(s) are required to conduct a process towards fact finding andanalysis. Investigator(s) shall derive their authority from Competent Authority whenacting within the course and scope of their investigation. The Investigator(s) shallsubmit his/their report to the Competent Authority.
8.11 All Investigators shall perform their role in an independent and unbiased manner;Investigators have a duty of fairness objectivity thoroughness ethical behaviors andobservance of professional standards.
8.12 All Investigators are authorized to take reasonable steps including reprimandagainst the Whistle blower in case of repeated frivolous complaints.
9.1 The competent authority shall take such other remedial action as deemed fit toremedy the improper activity mentioned in the protected disclosure and/or to prevent there-occurrence of such improper activity. 9.2 If the investigation discloses that nofurther action on the protected disclosure is warranted the report shall be filed in theconfidential section.
10. Reporting & Review
The competent Authority shall submit a quarterly report of the protected disclosuresreceived and of the investigation conducted and of the action taken to the Audit Committeefor review.
All departmental heads are required to notify & communicate the existence andcontents of this policy to the employees of their department. The Whistle Blower policyshall be prominently displayed on all Notice Boards of the Company This policy includingamendments thereof shall be made available on Company's website and Board Report of theCompany.
12. Annual Affirmation
The Company shall annually affirm that it has not denied any personnel access to theAudit Committee and that it has provided protection to whistle blower from adversepersonnel action. The affirmation shall form part of Corporate Governance report asattached to the Annual Report of the Company.
This Policy can be modified at any time by the board of directors of the Company.
"Annexure B" Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
|S. No. ||Name of Subsidiary ||Medgel Private Limited |
|1 ||The date since when Subsidiary was acquired ||01.04.2011 |
|2 ||Reporting period for the subsidiary concerned if different from the holding company's reporting period ||Same as of Holding Company |
|3 ||Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. ||INR |
|4 ||Paid up Share capital ||146819530 |
|5 ||Reserves & surplus ||227158462 |
| ||Total assets ||400498963 |
|6 || || |
|7 ||Total Liabilities ||400498963 |
|8 ||Investments ||13623769 |
|9 ||Turnover ||212810641 |
|10 ||Profit/(Loss) before taxation ||2108312 |
|11 ||Provision for taxation ||0 |
|12 ||Profit after taxation ||2108312 |
|13 ||Proposed Dividend ||0 |
|14 ||% of shareholding ||100% |
Notes: The following information shall be furnished at the end of the statement: 1.Names of subsidiaries which are yet to commence operations: Nil 2. Names of subsidiarieswhich have been liquidated or sold during the year: Nil
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
|S.No. ||Name of Associate/Joint Ventures ||N.A. |
|1 ||Latest Audited Balance Sheet Date || |
|2 ||Date on which the Associate or Joint Venture was associated or acquired || |
|3 ||Shares of Associate or Joint Ventures held by the Company on the year end Number || |
| ||Amount of Investment in Associates/ Joint Venture || |
| ||Extend of Holding in % || |
|4 ||Description of how there is significant influence || |
|5 ||Reason why the Associate/ Joint Venture is not consolidated || |
|6 ||Net worth attributable to Shareholding as per latest audited Balance Sheet || |
|7 ||Profit / Loss for the year || |
| ||(i) Considered in Consolidation ||- |
| ||(ii) Not Considered in Consolidation || |
1. Names of associates or joint ventures which are yet to commence operations: Nil
2. Names of associates or joint ventures which have been liquidated or sold during theyear: Nil
|As per our report of even date || || |
|M/s C.P. Rawka & Co. || ||For and on behalf of the board |
|Chartered Accountants || || |
|Firm Reg. No.:-000518C || || |
| ||Ramesh Chandra Mittal ||Alok K Garg |
| ||Chairman ||Managing Director |
|C.P. Rawka || || |
| ||DIN: 00035272 ||DIN: 00274321 |
|Proprietor || || |
|M.N. 070060 || || |
| ||Manish Jain ||Nupur Lodwal |
|Place: Indore || || |
| ||C.F.O ||Company Secretary |
|Date: 25 July 2017 || || |
| || ||M.No:A45770 |
POLICY FOR APPOINTMENT OF DIRECTORS AND CRITERIA FOR DETERMINING THEQUALIFICATIONS POSITIVE ATTITUDE AND INDEPENDENCY OF A DIRECTOR.
The Company recognised that an enlightened Board can effectively create a culture ofleadership to provide long term vision improve the quality of governance and invite theconfidence of stakeholders. In order to ensure that Board of Directors can discharge theirduties and responsibilities effectively the Company aims to have an optimum combinationof experience and commitment. The Company also believes the importance of IndependentDirectors and Directors in achieving the effectiveness of the Board.
2. SCOPE AND EXCLUSION
The policy contains the guiding principle for the Nomination and Remuneration Committeeto identify the person who is qualified to become Director and to determine theindependency of Directors in case of appointment of Independent Director in the Company.
In this Policy following terms has been used to convey the meaning set out below. a)Director Means a Director appointed in the Board of the Company. b) Independent DirectorMeans a Director who meets the criteria of Independence as provided in Section 149(6) ofthe Companies Act 2013 and SEBI (Listing obligation and disclosure requirements)Regulations
2015. c) Nomination and Remuneration Committee- Means a committee constituted in termsof provisions of section 178 of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
4. QUALIFICATION AND CRITERIA
The Nomination and Remuneration Committee shall review on an annual basis theappropriate knowledge experience and skills required of the Board as a whole and itsindividual members to discharge duties and responsibilities effectively. The idea to havea Board with diverse background and experience that is required for the domestic andinternational business of the Company. The following criteria may be considered forevaluating the suitability of an individual in the Board.
The proposed appointee shall not be convicted of any offence in connection withpromotion formation or management of any company and have not found guilty of any fraudof any breach of duty to any company under this Act or under any previous company law inthe last five years. The proposed appointee to declare further that if appointed his/hertotal Directorship in all the companies taken together shall not exceed the prescribednumber of companies for which a person can be appointed as a Director under Companies Act2013.
6. NUMBER OF DIRECTORSHIP/COMMITTEE MEMBERSHIP
The proposed appointee shall not exceed the prescribed number of companies for which aperson can be appointed as a Director. However the proposed appointee shall not serve asan Independent Director more than 7 Companies and not more than 3 listed Companies in casehe/she is serving as a whole- time Director in any Listed Company. The Proposed appointeeshall not be a member in more than 10 Committees or act as a Chairman of more than 5committee across all companies where he holds directorships. For the purpose of countingthe Limit of Committee the Audit Committee and Stakeholder Relationship Committee shallbe taken into consideration.
CRITERIA OF SELECTION OF NON EXECUTIVE DIRECTORS
a. The Non-Executive Directors shall be of high integrity with relevant expertise andexperience so as to have a diverse Board with Directors having expertise in the fields ofmanufacturing engineering medical science finance governance and general management.
b. The N&R Committee shall ensure that the candidate identified for appointment asa Director is not disqualified for appointment under Section 164 of the Companies Act2013.
c. The N&R Committee shall consider the following attributes/criteria whilstrecommending to the Board the candidature for appointment as Director.
Qualification expertise and experience of the Directors in their respectivefields;
Personal Professional or business standing;
Diversity of the Board.
d. In case of re-appointment of Non Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and his engagement level.
CRITERIA FOR APPOINTMENT OF EXECUTIVE WHOLE- TIME DIRECTORS ON THE BOARD:
For the purpose of selection of the MD and WTD the N&R Committee shall identifypersons of integrity who possess relevant expertise experience and leadership qualitiesrequired for the position and shall take into consideration recommendation if anyreceived from any member of the Board.
CRITERIA FOR DETERMINING INDEPENDENCY OF DIRECTORS:
The Nomination and Remuneration Committee shall assess Independency of a Director atthe time of appointment and re-appointment and Board shall assess independency annually.However the Board shall reassess the independency when a new interest is disclosed by aDirector. The criteria of independency as specified in Companies Act 2013 and SEBI(Listing obligation and disclosure requirements) Regulations 2015 is summarised below:- "IndependentDirector" means a non-executive director other than a nominee director ofthe listed entity:
1. who in the opinion of the board of directors is a person of integrity andpossesses relevant expertise and experience;
2. who is or was not a promoter of the listed entity or its holding subsidiary orassociate company;
3. who is not related to promoters or directors in the listed entity its holdingsubsidiary or associate company;
4. who apart from receiving director's remuneration has or had no material pecuniaryrelationship with the listed entity its holding subsidiary or associate company ortheir promoters or directors during the two immediately preceding financial years orduring the current financial year;
5. none of whose relatives has or had pecuniary relationship or transaction with thelisted entity its holding subsidiary or associate company or their promoters ordirectors amounting to two per cent. or more of its gross turnover or total income orfifty lakh rupees or such higher amount as may be prescribed from time to time whicheveris lower during the two immediately preceding financial years or during the currentfinancial year;
6. who neither himself nor whose relative(s)
?holds or has held the position of a key managerial personnel or is or has beenan employee of the listed entity or its holding subsidiary or associate company in any ofthe three financial years immediately preceding the financial year in which he is proposedto be appointed;
?is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of
?a firm of auditors or company secretaries in practice or cost auditors of thelisted entity or its holding subsidiary or associate company; or
?any legal or a consulting firm that has or had any transaction with the listedentity its holding subsidiary or associate company amounting to ten per cent or more ofthe gross turnover of such firm;
?holds together with his relatives two per cent or more of the total votingpower of the listed entity; or
?is a chief executive or director by whatever name called of any non-profitorganisation that receives twenty-five per cent or more of its receipts or corpus from thelisted entity any of its promoters directors or its holding subsidiary or associatecompany or that holds two per cent or more of the total voting power of the listed entity;
?is a material supplier service provider or customer or a lessor or lessee ofthe listed entity;
7. who is not less than 21 years of age.
CRITERIA FOR POSITIVE ATTITUDE
The Nomination and Remuneration Committee shall consider the following criteria fordetermining the positive attitude of a Director.
1. Acts objectively and constructively while discharging duties and responsibilities.
2. Actively participate in developing strategies for addressing issues concerningweakness of the Company.
3. Demonstrates quality of analysis and judgment related to progresses andopportunities and need for changes.
4. Keep well informed about the Company and the external environment in which itoperates.
5. To act collectively with other Directors of Board amidst congenial atmosphere in theBoard.
Corporate Governance Certificate by the Auditors
Mhow-Neemuch Road Sector 1 Pithampur District Dhar (M.P.)-454775
We have examined the compliance of conditions of Corporate Governance by Medi-CapsLimited. for the year ended 31st March 2017 as stipulated in Regulation 27 of SEBI (LODR)Regulations 2015. The compliance of the conditions of Corporate Governance is theresponsibility of the management. Our examination has been limited to a review of theprocedures and implementations thereof adopted by the company for ensuring compliance withthe conditions of the Corporate Governance as stipulated in the said clause. It is neitheran audit nor an expression of opinion on the financial statements of the company. In ouropinion and to the best of our information and according to the explanations given to usand based on the representations made by the directors and management we certify that thecompany has complied with the conditions of Corporate Governance applicable as aforesaid.As required by the Guidance Note issued by the ICAI on the basis of information andexplanations given to us we have to state that no investor grievances were pending for aperiod of one month. We further state that such compliance is neither an assurance as tothe future viability of the company nor of the efficiency or effectiveness with which themanagement has conducted its affairs.
| ||FOR C.P.RAWKA& CO. |
| ||CHARTERED ACCOUNTANTS |
|Place: Pithampur || |
|Date: 25th July 2017 ||C.P. RAWKA |
| ||PROPRIETOR |
| ||M.NO.070060 |
MD / CFO CERTIFICATION
The Board of Directors Medi-Caps Limited
(A) We have reviewed the Financial Statements Cash Flow Statements Books of Accountsdetailed trial balance and grouping thereof for the Financial Year 2016-17 and that to thebest of our knowledge and belief: a) these statements do not contain any materially untruestatement or omit any material fact or contain statements that might be misleading; b)these statements together present a true and fair view of the Company's affairs and are incompliance with existing accounting standards applicable laws and regulations. c) notransactions entered by the Company during the year which are fraudulent illegal orviolate the Company's code of conduct.
(B) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the listed entity pertaining to financial reporting and we have disclosed tothe auditors and the audit committee deficiencies in the design or operation of suchinternal controls if any of which we are aware and the steps we have taken or propose totake to rectify these deficiencies.
(C) We have indicated to the auditors and the Audit committee: a) significant changesin internal control over financial reporting during the Financial Year 2016-17 b)significant changes in accounting policies during the period and that the same have beendisclosed in the notes of the financial statements; and c) instances of significant fraudof which they have become aware and the involvement therein if any of the management oran employee having a significant role in the company's internal control system overfinancial reporting.
|Place: Pithampur || ||For Medi-Caps Limited |
|Date: 25th July 2017 || || |
| ||Alok K. Garg ||Manish Kumar Jain |
| ||Managing Director ||Chief Financial Officer |
| ||DIN00274321 || |
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and
[Section 134(3) (m) of The Companies Act 2013 read with Rule 8(3) of the (CompaniesAccounts) Rules 2014]
|S.No. ||Particulars || |
|(A) ||Conservation of energy || |
|(i) ||the steps taken or impact on conservation of energy; ||Company uses DG sets |
|(ii) ||the steps taken by the company for utilising alternate sources of energy; ||DG sets |
|(iii) ||the capital investment on energy conservation equipments ||Nil |
|(B) ||Technology absorption || |
|(i) ||the efforts made towards technology absorption ||Regularly modifying the machinery to utilize latest technology |
|(ii) ||the benefits derived like product improvement cost reduction product development or import substitution ||Saving of Energy Increase production and quality improvement |
|(iii) ||in case of imported technology (imported during the last three years reckoned from the beginning of the financial year ||NA |
| ||(a) the details of technology imported ||NA |
| ||(b) the year of import ||NA |
| ||(c) whether the technology been fully absorbed ||NA |
| ||(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||NA |
|(iv) ||the expenditure incurred on Research and Development ||NA |
(C) Foreign exchange earnings and Outgo
|S. No. ||Particulars ||2016-17 ||2015-16 |
|(i) ||The Foreign Exchange earned in terms of actual inflows during the year; ||109.08 Lakhs ||143.39 Lakhs |
|(ii) ||Foreign Exchange outgo during the year in terms of actual outflows. ||303.15 Lakhs ||11.95 Lakhs |
Particulars of Employees
[As per section 197(12) read with the Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014]
1. Ratio and remuneration of Directors & KMPs
|S. No ||Name ||Designation ||Remuneration For the year 2016-17 ||Remuneration for the year 2015-16 (Rs.) ||Increase In Remuneration % ||Ratio Between Director or KMP and Median Employee |
|1 ||Mr. Ramesh Chandra Mittal ||Chairman ||1000000 ||3000000 ||0 ||24.81 |
|2 ||Mrs. Kusum Mittal ||WTD ||1800000 ||1800000 ||0 ||12.40 |
|3 ||Mr. Alok K. Garg ||MD ||3000000 ||3000000 ||0 ||24.81 |
|4 ||Dr. Shamsher Singh ||ID ||0 ||0 ||0 ||NA |
|6 ||Mrs.Trapti Vikas Gupta# ||NED/Women ||0 ||0 ||0 ||NA |
|7 ||Mr.Pramod Fatehpuria ||Independent ||0 ||0 ||0 ||NA |
| || ||Director || || || || |
|8 ||Mrs.Manisha Garg ## ||WTD ||500000 ||0 ||0 ||9.92 |
|9 ||Dr. Keshav SinghVarma### ||ID ||0 ||0 ||0 ||NA |
|10 ||Mr. Manish Kumar Jain (W.e.f. 1/04/15) ||CFO ||259200 ||240000 ||8.00% ||2.14 |
|11 ||CS Rajat Gupta (W.e.f. 01/04/15) ||Company Secretary ||172800 ||252000 ||0 ||2.14 |
|12 ||CS Nupur Lodwal ||Company ||100000 ||0 ||0 ||1.98 |
| ||(W.e.f. 11/11/16) ||Secretary || || || || |
# Mrs.Trapti Vikas Gupta has resigned from the post of Non- Executive Directorw.e.f. 11.11.2016
## Mrs.Manisha Garg has appointed as Whole Time Director w.e.f. 11.11.2016
###Dr. Keshav Singh Varma has resigned from the post of Independent Director w.e.f.28.04.2017
2. Increase in percentage of Median employees:
The remuneration of median employee was Rs.10078.5 p.m. (Rs. 120936 p.a) during theyear 2016-17 as compared to Rs. 7550 p.m. (Rs. 90600 p.a.) in the previous yearincreased by 33.49% considering profitability of the Company.
3. Number of permanent employees on the Roll.
During the Financial year the total number of employees on the roll was 193.
4. Comparison between Share quotation and last public offer
|Price quotation on Last Right issue offer in the 31st March2017 (31.03.2017) year 1995 ||Change in % (Increase or Decrease) |
|110.40 Rs. 10.00 (Premium of Rs 116/-) ||(-) Rs. 15.60 (Decrease 12.70 |
* the Company has made bonus issue in the year 2013 in the proportion of threeequity shares of Rs. 10/- for every one equity shares held by the members therefore thechange in the price quotation have been readjusted accordingly as Rs. 110.40 pershare multiplying by 4 to the market quotation of Rs. 27.60 per shares on 31.03.2017.
5. Particulars of the top 10 employees in respect of the remuneration drawn during theyear 2016-17 are as under .
|S. N o. ||Name of Employee ||Designatio n of the employee ||Remunera tion received ||Nature of employ ment whether contrac tual or otherwi se ||Qualificatio ns and experience of the employee ||Date of commen cement of employ ment ||The age of such empl oyee ||The last employme nt held by such employee before joining the company ||Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager ||Remar ks |
|1 ||Mr. Ramesh Chandra Mittal# ||Chairman & Director ||Rs. 1000000/- ||Non Contract ual ||B.Pharma and having 39 Years of experience in the manufacturin g and business activities ||06.08.83 ||69 Years ||N.A ||1. Husband of Mrs. Kusum Mittal. 2. Father-in- law of Mr. Alok K Garg 3. Father of Mrs. ManishaGarg ||- |
|2 ||Mr. Alok K Garg ||Managing Director ||Rs. 3000000/- ||Non Contract ual ||B.A. (Honors) MBA (Marketing) Diploma in Export Documentati on & Implementati on from IIFT DelhiMore than 15 years experience ||11.06.96 ||48 Years ||N.A ||1. Son- in law of Mr. Ramesh Chandra Mittal & Mrs. Kusum Mittal 2. Husband of Mrs. Manisha Garg. ||- |
|3 ||Mrs. Kusum Mittal ||Whole- Time Director ||Rs. 1800000/- ||Non Contract ual ||B. A Having experience in the Real Estate investments and finance ||01.11.10 ||66 Years ||N.A ||1. Wife of Mr. R amesh Chandra Mittal 2. Mother-in-law of Mr. Alok K Garg ||- |
| || || || || || || || || || || |
| || || || || || || || || ||3. Mother of Mrs. ManishaGarg || |
| || || || || || || || || || || |
|4 ||Mrs. Manisha Garg ||Whole Time Director ||Rs. 1200000/- ||Non Contract ual ||Diploma in Marketing 2.5 year ||11.11.16 ||45 Years ||N.A ||1. Wife of Mr. Alok K Garg 2. Daughter of Mr.. Ramesh Chandra Mittal &Mrs. Kusum Mittal ||- |
| || || || || || || || || || || |
|5 ||Dr. Rajendra Kumar Sharma ||Vice- President ||Rs. 960000/- ||Non Contract ual ||M.B.A. P.hd LL.B ||06.02.87 ||55 Years ||N.A || ||- |
|6 ||Dr. Ashish Moitra ||Sr. Marketing Manager ||Rs. 811800/- ||Non Contract ual ||M.B.A. P.hd MIB 9 years ||06.06.08 ||37 Years ||N.A || ||- |
|7 ||Mr. Ashok R. Pitliya ||General Manager- Finance ||Rs. 806895/- ||Non Contract ual ||M.Com M.A 33 Year ||01.07.85 ||55 Years ||N.A || ||- |
|8 ||Mr. Anurag Dutt ||Sr. Account Officer ||Rs. 511680/- ||Non Contract ual ||M.Com MBA 15 Years ||01.01.02 ||45 Years ||Aurobindo Medical College || ||- |
|9 ||Mr. Hemchand Jain ||Q. A Manager ||Rs. 422100/- ||Non Contract ual ||B.E(Mech.) 9 Years ||22.09.08 ||52 Years ||N.A || ||- |
|10 ||Mr. Mukesh Sharma ||Electrical Manager ||Rs. 360000/- ||Non Contract ual ||Diploma in Electricals 14 Years ||01.12.03 ||45 Years ||N.A || ||- |
| ||For and on behalf of the Board |
|Place: Pithampur ||Ramesh Chandra Mittal |
|Date: 25th July 2017 ||Chairman |
| ||DIN 00035272 |
Certificate on Compliance with Code of Conducts
I hereby confirm that the Company has obtained from all the members of the Board andManagement Personnel affirmation that they have complied with the Code of BusinessConduct and Ethics The Company has formulated the code of conduct for the Board membersand senior executives under the SEBI (Substantial Acquisition of Shares and Takeovers)Regulations 2011 and the SEBI (Prohibition of Insider Trading) Regulations 2015.
| ||For and on behalf of the board |
|Place: Pithampur || |
| ||Ramesh Chandra Mittal |
|th || |
|Date: 25 July 2017 || |
| ||Chairman |
| ||DIN 00035272 |